System and methods for computing to support decomposing property into separately valued components

ABSTRACT

A computer system, and methods for making and using it, for manipulating digital electrical signals to produce an illustration of a decomposition of property into separately valued components. The computer system includes a digital electrical computer controlled by a processor. There is a first logic means controlling the processor in manipulating digital electrical signals representing input data to the computer, the input data characterizing at least two components decomposed from the property, the manipulating including transforming the digital electrical signals into modified digital electrical signals representing respective values for each of the components, the values being computed to reflect taxation for the components. Input means is coupled to the computer and operable for converting the input data into the digital electrical signals and communicating the digital electrical signals to the computer. Output means is coupled to receive the modified digital electrical signals from the computer and to converting the modified digital electrical signals representing the respective values into an illustration of the computed respective prices. The property can be real estate or tax-exempt securities.

This is a continuation-in-part of patent application Ser. No.08/181,632, filed Jan. 12, 1994, issued as U.S. Pat. No. 5,802,501,which is a continuation-in-part of Ser. No. 07/967,644 filed on Oct. 28,1992, now abandoned.

I. TECHNICAL FIELD

This invention concerns a digital, electrical computer and a dataprocessing system, and methods involving the same, applied to thefinancial fields of securities, real estate, and taxation. Moreparticularly, this invention relates to a computer system for supportinga financial innovation involving the securitization of property by itsdecomposition into at least two components. One component can be anestate for years component and a second component can be a remainderinterest. The computer system computes the respective values andinvestment characteristics of the components, and produces documentationthereof, to facilitate financial transactions involving the separatecomponents.

II. BACKGROUND OF THE INVENTION A. Description of the Prior Art

During the last recession, a far greater number of businesses failedthan would normally have been expected. Bankruptcies, financialdefaults, and foreclosures on property also increased, and bad realestate loans caused an atypically large number of lenders to collapse.If there were obvious ways to increase investment return underconditions of economic stress, most likely those ways would have beenuncovered long ago.

Consider real estate, for example. Commercial real estate marketactivity was at or near a standstill for several years around the startof this decade, beginning in the last recession and continuing for morethan a year past the end of the recession. Although excess developmentof commercial space received great attention in the financial press,there was also a drastic reduction in capital available for real estateequity investment and finance.

Real estate equity capital declined as pension funds reduced or endedcommitments of new equity capital to real estate capital markets.Capital for real estate finance declined correspondingly as savings andloan institutions withdrew from commercial real estate lending. Of evengreater significance, real estate lending practices of insurancecompanies and commercial banks came under greater regulatory scrutiny inresponse to increased loan defaults in the early 1990s, which led to atightening of standards for real estate loans and a reduction inflexibility on loan terms.

Property values fell, and investors were uncertain of how far values hadfallen because so few sales of commercial property were occurring.

The problem was not a lack of potential investors. Although the pensionfunds had withdrawn from the markets, the core group of real estatedevelopers and professionals involved in the markets before the pensionfunds entered were still committed to the real estate business and werestill willing to commit capital to acquire and control real estate forbusiness investment purposes.

Nor was the problem a lack of potential financing. Despite somewithdrawal by savings and loan institutions, insurance companies werestill available to provide financing for sound commercial real estatedevelopments. However, there were at least two key constraints on loancommitments by insurance companies that had the practical effect ofrestricting the amount of available financing.

One key constraint was the emergence of a more strict regulatoryenvironment that restricted the maturities of most loans that insurancecompanies were willing to make to no more than ten (10) years. Thisconflicted with the dictates of tax considerations for taxableinvestors, which suggested that the terms of loans should be at leastfifteen (15) years, and preferably twenty (20) years or more.

A second key constraint was that, due to high nationwide vacancy ratesin commercial properties, insurance companies were making real estateloans primarily on property that was almost fully leased to tenants thatwere unlikely to default on their leases. Thus, credit ratings of thetenants were a prime consideration in deciding whether loans should bemade.

In fact, insurance companies usually viewed real estate loans asfinancings of existing tenant leases. Accordingly, lenders usuallyinsisted that property owners assign the rent payments to the lenders toprovide additional assurance that loan payments would be made, andlenders also insisted that the rent assignments totally amortize theloans. (The primary reason that most offered mortgages were for no morethan ten years was that, in the high-vacancy rental environment existingat that time, most leases ran for no more than ten years.) Furthermore,the lenders could frequently have viewed their legal claims on thetenants' rental payments as perhaps more important than their claims onthe property, because in a market with excess space, a claim on vacantspace was not particularly valuable.

In other words, during this period of excess rental capacity, financingnecessary to sustain the level of liquidity historically experienced bythe real estate markets was not available from financial institutions onacceptable terms and conditions.

The result was market “gridlock” and a dearth of real estatetransactions until the current economic expansion led to a nationwideincrease in demand for rental space and a corresponding decrease invacancy rates.

Similar troubles have been features of the real estate market at lowpoints in the real estate cycle at various times in the history of themarket. Despite great economic pressure to improve the situation, a moreefficient technology for real estate finance in an economic environmentof excess rental capacity and weak economic activity has not surfaced.

III. SUMMARY OF THE INVENTION

In response to the above, a new financial product has been developedbased on the concept that property value consists of separately valuableproperty rights that can be worth more when sold separately. In a mannerof speaking, the whole can be less than the sum of its parts.

With the development of a new financial product, a need has arisen fornew machines and processes to use in bringing the product to market andsustaining it. These machines and processes are the subject of thepresent invention.

A. Real and Personal Property

As an example, in the case of property that is customarily leased bycorporations, leased and unleased property have different investmentcharacteristics. Ownership of leased property is a fixed-income assetwith investment characteristics that depend upon lease covenants, themarket for corporate debt, and the lessees' credit ratings. By contrast,ownership of unleased property is a speculative asset having investmentcharacteristics that depend on the spot rental market for that type ofproperty. Thus it is possible to split ownership of this type ofproperty into at least two components, at least one of which is afixed-income asset.

Consider real estate, for example, which can be divided into an estatefor years and a remainder interest. Lenders can purchase the estate foryears outright instead of writing a commercial mortgage on the wholeproperty. Alternatively, a special purpose entity can be established topurchase the estate for years, and the lenders can purchase ownership orequity interests in the entity. Similarly, the other component—theremainder interest—can be purchased by real estate investors (or, again,the remainder interest can be purchased by a special purpose entity inwhich the real estate investors purchase equity or ownership interests)in lieu of the standard investment approach, in which the investor wouldpurchase all rights to the property using some funds from a commercialloan. Examples of such special purpose entities include, but are notlimited to, trusts, limited partnerships, and limited liabilitycompanies. The term of the estate for years can be determined by theparameters that describe the property, in particular by the remaininglengths of the terms of the existing leases.

For purposes of this summary of the invention, in those cases in which aspecial purpose entity is created to hold a component, for example, suchas the estate for years or remainder interest, an equity interest in thecomponent is intended to refer to an equity interest in the specialpurpose entity.

If the property is fully leased (or is almost fully leased), and theleases will not expire until after the estate for years has expired,then the estate for years has the investment characteristics of afixed-income asset rather than of property. Under these circumstances,at least for real estate, insurance companies are allowed by regulatorsto treat the estate for years as a fixed-income investment, and tocompute its value accordingly. In other words, the insurance companiesvalue the estate for years based on cash flow characteristics of theleases and credit ratings of the tenants, and not based on the value ofreal estate or the risk in the real estate markets.

Due to an interplay of values for the property components and the needsof respective purchasers, including tax needs, it is frequently possibleto sell the components of the property separately for more than theprice that the property as a whole would command.

From the perspective of an investor who acquires the remainder interest,a purchaser of the estate for years has accepted an assignment of thelease payments for the term of the estate for years in return forfinancing the acquisition of the property by the remainder interestpurchaser. From this perspective, the amount of financing provided isequal to the purchase price of the estate for years, the lease paymentsduring the estate for years term completely amortize the financing, andthe length of the financing term equals the term of the estate foryears.

Unlike traditional mortgage finance, shorter financing terms (less thanfifteen years) are not a problem under this structure for the remainderinterest investor, because: (1) during the estate for years term, theinvestor does not incur any tax liabilities; and (2) taking possessionof the property upon expiration of the estate for years is not a taxableevent for the investor. In other words, the investor does not have anytax liability until there is an obligation to pay taxes on rent paymentsreceived after taking possession of the property at the expiration ofthe estate for years, and those rental payments provide the cash to meetthe taxes due on those payments. Therefore, the estate for years term isirrelevant to the remainder interest investor, except insofar as theterm determines the amount of financing the estate for years purchaserprovides (the longer the estate for years term, the greater the amountof financing). In addition, upon expiration of the estate for years, theremainder interest investor owns the property outright (i.e., withoutany debt).

From the perspective of a financier, this financing product has no claimon the property investor (i.e., the remainder interest investor), butthe strongest possible direct claim on the tenants, because thefinancier is the owner of record during the estate for years term. Inother words, this financing product is more efficient than a commercialmortgage at matching the legal recourse claims in event of default withthe asset that is actually being financed: tenant promises to pay futurerent. The estate for years term can be as long as the existing leasesare committed to run—typically ten years or less, although sometimeslonger in the case of property that is fully leased for long terms.However, investor preferences may dictate an estate for years term thatis significantly shorter than the longest lease term, and technicalconsiderations may suggest an estate for years term that is slightlylonger than the longest lease term.

In addition, ownership can be structured so that the transaction createsthe estate for years and the remainder interest, in order to create themost favorable tax consequences for the financier and the propertyinvestor.

It is frequently the case that special purpose entities with one or morelimited liability equity interests created to hold one or morecomponents can enhance the value of equity interest(s) in thecomponents. An opportunity for value enhancement can arise becausedirect ownership of an equity interest in tangible property can exposethe owner to potentially unlimited legal liability as a result of eventsinvolving the property, whereas component ownership via an equityinterest in the entity is a limited liability equity interest in thecomponent. In other words, a special purpose entity with one or morelimited liability equity interests can transform one or more componentsof a property into limited liability components, i.e., components withone or more limited liability equity interests. Thus market-basedcomponent valuation, in the case in which a component is held by anentity, involves both valuation of the investment characteristics of acomponent and the effect of the entity on the investment characteristicsof the component.

Any additional tax liability created by existence of a special purposeentity that contains one or more components of a property detracts fromthe investment returns that flow from the property to investors in thecomponents, resulting in a reduction in the market values of therelevant components. The loss of value is most significant in the caseof United States federal tax liabilities, since United States federaltax rates are usually higher than corresponding state and local taxes.Thus an appropriate entity for purposes of holding estate for years andremainder interests is an entity that does not incur additional taxliabilities, at least at the United States federal tax level. Apass-through entity for United States federal tax purposes is an exampleof such an entity. An example of such a pass-through entity is a grantortrust.

Since an entity that holds one or more component interests in a propertyis not expected to retain significant amounts of income, anotherappropriate type of entity is an entity that is allowed a United Statesfederal tax deduction for distributions to holders of equity interestsin the entity.

In cases in which an entity holds one or more components of a property,the entity can be used to modify investment characteristics of thecomponents without modifying underlying leases on the property. Forexample, put or call options on some equity interests in the entity canbe inserted into the organizational document of the entity. In the caseof fixed-income components, these can be used to add features that aresometimes found in United States government bonds and corporate bondswithout approaching lessees to renegotiate the leases.

It is not necessary for a component to be purchased in its entirety byone investor. A component can be divided into shares so that investorscan purchase fractional interests in the component. In those cases inwhich there is a special purpose entity for the component, fractionalinterests in the component can be created by dividing the equityinterest in the entity into shares with equal equity participationrights. This accords prospective investors the investment option ofpurchasing fractional interests in the component simply by purchasingfewer than the entire number of shares in the equity interest.

More generally, multiple classes of shares with various equityparticipation rights in the entity can be created, according investorsthe investment option of purchasing more general types of equityinterests in the component.

More particularly, an investor can purchase an equity interest in acomponent that is less than the entire equity interest in the component.In the case wherein the entire equity interest in the component isdivided into fractional interests, each fractional interest is valued bymultiplying the valuation of the component by the fraction representedby the fractional interest. In the case wherein the entire equityinterest in the component is divided into more general types of equityinterests, the equity interests may be valued by more generalmarket-based techniques, such as by regarding an individual equityinterest as a separate temporal component if the investmentcharacteristics of the equity interest are those of a temporal componentand valuing each such interest by the methodology introduced herein forvaluing components. If one of these equity interests is then furthersubdivided into fractional subinterests, then each fractionalsubinterest is valued by multiplying the valuation of the entire equityinterest by the fraction represented by the fractional subinterest.

An example of more general equity interests in remainder componentsoccurs in cases in which insurance is available to protect remaindercomponent investors against the risk of a decline in property valuebelow some specified value at some specified future time or timeinterval close to the expiration date of the estate for years term. Suchinsurance, known as residual value insurance, implies that the minimumpossible return over the estate for years term for remainder componentinvestors is greater than—100% so long as the insurer remains solvent,and that the value of the minimum possible investment return for theremainder component over the estate for years term is equal to thereturn value that will transform the remainder component purchase priceinto the insured minimum future property value. The existence ofresidual value insurance implies that the remainder component can inturn lo be decomposed into at least two types of equity interests,including a preferred equity interest that receives most or all of theprotection of the residual value insurance and a residual equityinterest that receives little or none of the protection of the residualvalue insurance.

The preferred equity interest may be viewed for investment purposes as azero-coupon fixed-income asset, possibly with a bonus feature of anequity participation on the upside, with a bond term approximately equalto the estate for years term and a credit rating equal to the creditrating of the insurer. Accordingly, the preferred equity interest willbe of interest primarily to fixed-income investors and the residualequity interest will be of interest primarily to equity investors. Suchpreferred/residual decompositions of remainder interests carveadditional fixed-income assets out of property that are essentiallyindependent of the fixed-income assets represented by the estate foryears components.

In cases in which there is an entity for a component, the purchase byinvestors of less-than-entire interests in the component may befacilitated by the division of the equity interest in the entity intoone more classes of shares. If there is a single class of shares in theentity, then a purchase of shares in the entity is equivalent to thepurchase of a fractional economic interest in the component.

Although it is expected that entities associated with components will bespecial purpose entities established to facilitate specifictransactions, more general entities not designed for specifictransactions may be appropriate in some circumstances. For example, thiscould occur in order to avoid duplicative costs associated with creatingmultiple separate entities in situations wherein multiple equityinterests with the appropriate investment characteristics can be createdwith fewer entities.

As in the case of special purpose entities with limited liabilitycomponents, a more general entity for a component can affect both theextent of liability exposure on the part of investors in that componentand also the degree of control investors in that component and possiblyalso investors in other components of the property as well have over theproperty in event of lessee default during the estate for years term.Thus market-based component valuation in the case wherein any componentis held by an entity involves valuation of the investmentcharacteristics of the component, including any effect of any entity onthe investment characteristics of the component. So for example, acomponent that is a lease or leases packaged in an entity (e.g., alimited liability component) can have a different valuation than a nakedlease or leases—more particularly, this is likely to be the case if morethan one of the components is a limited liability component.

There can also be cases in which there is an entity for an equityinterest in a component, which can be either in lieu of or in additionto an entity for the entire component. For example, in the case ofpublicly traded equity interests in a component, nominal ownership ofthe equity interest could be held by an investor's brokerage firm, orthe equity interest could be in the form of depository receipts forshares in a component such as American Depository Receipts for shareswhose registered ownership resides offshore, with no material impactfrom an investor's perspective on the investment characteristics of theequity interest. More generally, in cases in which an entity for anequity interest has no material effect on investment return, risk, orliquidity characteristics of the equity interest, and no material effecton the degree of investor control potentially available to an investor,the existence of the entity will have no effect on valuation of theequity interest.

In this way, there can be a concatenated sequence of entities for anequity interest. Such a functional sequence can be regarded forinvestment analysis and descriptive purposes as a single entity.

The effect of such a concatenated sequence on valuation of a componentcan be analyzed by successively valuing the impact of each entity in thesequence, starting with the entity that is legally closest to theproperty and working successively towards the entity that is legallyclosest to the investor.

In the case of real estate, the purchase price of the estate for yearscomponent alone, or a material interest therein, will almost never belarge enough to cover the sale price of the property and the cost ofcomponent separation. This implies that a market-based valuation andsale of the remainder component, or a material interest therein, is anessential factor in the implementation of component separation. In thecase of tangible personal property, the purchase price of the estate foryears component also will almost never be large enough to cover the saleprice of the property and the cost of component separation, except inthose cases wherein the property can reasonably be expected to reach theend of its useful economic life during the estate for years term.

B. Tax-Exempt Finance

Separating property into at least two components along a time dimension(e.g., into an estate for years and a remainder interest) can also beused to enhance the investment value of tax-exempt securities such astax-exempt general obligation bonds, tax-exempt industrial revenuebonds, and tax-exempt leases. This separation can be applied either toindividual securities or to pools of tax-exempt securities. Valueenhancement can be achieved in two ways: (1) cash flow streams from thecomponents can appeal to investors who would not be interested in theentire cash flow stream of the original asset, and (2) the combined taxshelter benefits that accompany the components can be greater than thetax shelter benefits associated with the original asset. Both effectsare significant, though in some situations, the tax effect will be themore dramatic of the two.

Unlike the example of taxable leased property discussed above, for thetax-exempt property example, both components can be viewed asfixed-income securities. One would expect that these fixed-incomesecurities would be valued by investors in the marketplace by comparisonwith other fixed-income securities.

For tax-exempt securities, to effect a successful change in cash flowbenefits from splitting the property or asset into components, one canproceed indirectly in separating the asset into components. Rather thandirectly separating ownership of the tax-exempt security itself, it isbetter to create an entity to hold the tax-exempt security, and then toseparate one or more of the equity interests in the entity along thetime dimension into estate for years and remainder components.

From a legal perspective, creating tax-exempt components can beaccomplished within the framework of a general or special purposeentity, examples of which include general and limited partnerships andmutual funds. However, to create limited-liability components, smooththe cash flow streams, and avoid an imposition of unusual bookkeepingrequirements on fixed-income investors, an entity with one or morelimited liability equity interests is the preferred format, with somelimited liability equity interests as the assets that are subject tocomponent separation. To enhance marketability of the components, and tofacilitate investor valuation of the components by comparison withalternative fixed-income investments available in the marketplace, theentity may alter the frequency of cash flows to holders of equityinterests from schedules of the original assets (e.g., the originalassets could generate monthly cash flows, and the components couldgenerate semiannual cash flows).

In general, component separation will produce two effects: (1) theestate for years components will generate more tax deductions than arenecessary to shelter the cash flows of this component from taxes; and(2) the remainder interest component will generate fewer tax deductionsthan are necessary to shelter the cash flows of this component fromtaxes (the tax obligations associated with the remainder component willstill be lower than those associated with a conventional taxablefixed-income security). It is also possible that, in some situations,purchasers of taxable securities may view remainder interests as taxablesecurities and value those interests more highly than investors intax-exempt securities.

The same component separation technology can be applied to separate thefollowing fixed-income assets along the time dimension into components:a taxable fixed-income security, a portfolio of taxable fixed-incomesecurities, a portfolio of taxable and tax-exempt fixed-incomesecurities. More generally, the same component separation technology canbe applied to any asset or portfolio of assets that is either ratable asif it were a fixed-income security (possibly of investment grade), wherethe term “ratable” refers in general to fixed-income ratings assigned bywidely recognized investment rating agencies such as Standard and Poor'sand Moody's Investors Service, or classifiable for regulatory purposesas a fixed-income security (possibly of investment grade) by a majorregulatory agency for financial institutions or institutional investors,e.g., National Association of Insurance Commissioners (NAIC) investmentclassifications assigned by the NAIC Securities Valuation Office or theoffices of individual state insurance commissioners. However, in generalthe maximum incremental tax benefits that can be generated are smallerthan in the case of tax-exempt fixed-income securities.

The combined investment value of the tax deductions generated by thevarious components may be greater than, equal to, or lower than the taxdeductions associated with the original tax-exempt or taxable asset(s).Since creating an entity to hold the original securities requires adiversion of a portion of the asset cash flow stream to payadministrative expenses associated with maintenance of the entity,component separation of securities is likely to be of interest only whenthe combined value of tax deductions generated by the components exceedstax deductions associated with the original asset(s).

In general, determining a schedule of economic benefits associated withvarious equity interests in the entity, valuing the tax deductionsassociated with the components, and pricing of the components asfixed-income securities, are computation-intensive procedures.

C. Automated Support

To efficiently offer the above-described financial products, it would bebest to use automated means to do computing and data processing, i.e.,machine, manufacture, and process applied to supporting the properstructuring and pricing of the components. Efficiency also dictates aneed to use automated means to incorporate the computational output ingenerating financial documents associated with a separated purchasetransaction.

Therefore, the invention has an object providing a machine, manufacture,and process for providing applied to financial analytical dataautomation, including pricing data, for the decomposition of property.

A further object of the invention is to provide the same applied tosupporting a new financing product that is based on providing financingof preferably fifteen years or less, while also allowing taxableinvestors to avoid tax problems encountered with typical mortgagefinancing.

Another object of the invention is to provide the same applied tocalculating financial particulars of the property based on the conceptthat the source of property value is property rights that can be splitand separately valued.

Another object of the invention is to provide the same applied to usingthe financial particulars in efficiently tailoring financial documentsto support transactions involving property components.

Another object of the present invention is to provide the same appliedto real estate as the property.

Still another object of the invention is to provide the same applied tosupporting the decomposition of real estate into an estate for years anda remainder interest, particularly for computing the price, includingtax, of these components.

Still another object of the invention is to provide the same tocomputing the after-tax yield for the estate for years and theequivalent pretax yield that would be required to obtain the sameafter-tax return from a bond.

Yet another object of the present invention is to provide the sameapplied to equity interests in entities that hold tax-exempt securitiesor pools of tax-exempt securities as the property.

Yet another object of the invention is to provide the same applied tosupporting the decomposition of equity interests in entities that holdtax-exempt securities or pools of tax-exempt securities into estate foryears and remainder interests, particularly for computing the price,including tax, of these components.

Still another object of the invention is to provide the same applied toanalyzing the returns offered based on certain assumptions to informpotential investors of the range of outcomes as they relate to certaininputs.

Still another object of the invention is to provide the same applied togenerating data so that comparisons can be made to alternativeinvestment opportunities.

These and other objects are addressed by a digital computer having alogic means for controlling electrical signal processing andmodification. The logic means can be completely hard wired or it can beprogrammable so that one or more computer programs can run on thedigital computer. Preferably an embodiment includes a computer programrunning on a programmable digital computer system to provide financialanalytical data concerning decomposed property. The computer system isconnected to receive information representing a description of thecharacteristics of the property from a data input means, such as akeyboard. The computer system also outputs computed data anddocumentation to an output means and saves the output financial analysisto a memory system. The computer system also has a second means forautomatically controlling the digital computer to produce financialdocuments from the financial analysis and model documents stored in thememory system.

The computer system uses as input data information obtained from avariety of sources, including The Wall Street Journal tabulation ofdaily Treasury bond interest rates, insurance company weeklypublications that list private placement debt risk premia, the propertyoffering documents, and the property lease documents. For applicationsto tax-exempt finance, the computer system also uses tax-exempt bondfinance interest rates tabulated and published daily by such sources asTelerate Systems.

With this information, it is possible to compute the following: (1) theoptimal choice of the estate for years term to maximize profitability ofthe components; (2) whether risk characteristics of either component areappropriate for inclusion in a prospective investor's portfolio; and ifso, (3) whether an expected return justifies the system-determinedpurchase price.

IV. BRIEF DESCRIPTION OF THE DRAWINGS AND SPECIMENS

The aforementioned and other objects and features of this invention andthe manner of attaining them will become apparent, and the inventionitself will be best understood, by references to the followingdescription of the invention in conjunction with accompanying figuresand specimens.

A. FIGURES

FIG. 1 is a graphic representation of a separated purchase transactionin accordance with the present invention.

FIG. 2 is a diagram representing the electrical computer system and itsinput and output in accordance with the present invention.

FIG. 3 is a flow chart showing the logic of a logic means forcontrolling the electrical computer system in accordance with thepresent invention.

FIGS. 4a-4 e is a flow chart showing the data input, computational andother logic, and data output of the logic means for controlling thecomputer system in accordance with the present invention.

FIGS. 5a-5 d is a flow chart showing the data input, computational andother logic, and data output of the logic means for controlling thecomputer system in accordance with the present invention as applied totax-exempt property.

FIG. 6 is a graphic representation of interrelated computer systems, inaccordance with the present invention.

B. SPECIMENS

Specimen 1 (Screens 1-4) is a series of computer screens constructed bythe computer system, in accordance with the present invention.

Specimen 2 (Screens 1-4) is a series of four computer screensconstructed by the computer system, for another embodiment in accordancewith the present invention.

Specimen 3 is an example of a financial document for an estate for yearsreal estate component constructed based on data in the data table and bymeans of the computer system, in accordance with the present invention.

Specimen 4 is an example of a financial document for a remainder realestate component constructed based on data in the data table and bymeans of the computer system, in accordance with the present invention.

Specimen 5 is an example of a financial document for securitization of aremainder real estate component constructed based on data in the datatable and by means of the computer system, in accordance with thepresent invention.

Specimen 6 is an example of a financial document for securitization of aremainder real estate component constructed based on data in the datatable and by means of the computer system, in accordance with thepresent invention.

V. DETAILED DESCRIPTION OF A PREFERRED EMBODIMENT OF THE INVENTION A.Financial Innovation

FIG. 1 illustrates the nature of the financial innovation that gave riseto the need for the computer system and methods of the presentinvention. Rights to a Subject Property 2 (any property whatsoever, butin a preferred embodiment, real estate) are leased to a Lessee 4,preferably an investment-grade lessee, for a definite term, in exchangefor rent. All rights to the Subject Property 2 and cash flow from rentmoney from the Subject Property 2 are conveyed to an investor in anestate for years or to an entity with one or more limited liabilityequity interests, for example a trust, that holds title to the estatefor years and that—absent any competing claims—flows the rent moneythrough to the investor. Financial Intermediary 6 separates the SubjectProperty 2 and cash flow of rent money into at least two components,using a computer system and methods of the present invention. Thecomponents are securitized into rights to an Estate For Years 8 and aRemainder Interest 10. For example, property law provides mechanisms forthe temporal decomposition of property. In the case of real estate, onemechanism is to create multiple deeds. For example, there can be a deedto a term interest in a property, and a separate deed to a remainderinterest in the property. In nearly all states, both deeds representreal interests in the property. Similarly, in the case of tangiblepersonal property there can be multiple titles, for example, a title toa term interest in a property and a separate title to a remainderinterest in the property. The use of a financial intermediaryfacilitates the separation process but is not necessary in all cases.

The term of separation usually coincides with the remaining term on theexisting tenant lease, and is almost never longer than the shortestremaining tenant lease term. The estate for years component can,therefore, be viewed as a fixed-income asset, but tax considerations maydictate whether the remainder component is viewed as a pure equity assetor as a mixture of pure equity and fixed-income.

When component separation takes place, Subject Property 2 is sold to theFinancial Intermediary 6, and two trusts may be established to acquireactual titles to the respective components. For example, the estate foryears can be a term of years interest. In the case of real estate as theproperty, one trust is issued a deed to the term of years interest bythe property seller and the other trust is issued a deed to theremainder interest by the property seller. In the case of tangiblepersonal property as the property, one trust is issued a bill of salefor the term of years interest by the property seller and the othertrust is issued a bill of sale for the remainder interest by theproperty seller.

Any existing property debt is retired at, or prior to, the time ofacquisition. An obligation of any trustee of the trust for the Estatefor Years 8 is to preserve title to the estate for years and to preventany property encumbrances from being established during the separationterm.

If there is an estate for years trust, it has a term beneficialinterest, and if there is a remainder interest trust it has a remainderbeneficial interest. The term beneficiary has all rights and obligationsof estate for years ownership during the trust term except a right toencumber the property or petition a court to terminate or dissolve theestate for years/remainder interest structure. A remainder beneficiaryenjoys no rights or benefits until the term interest expires, and thenenjoys all rights and benefits of the fee simple title.

In this case, the term beneficial interest becomes the (fixed-income)estate for years component, and the remainder beneficial interestbecomes the remainder component.

The components are both viewed as personal property for legal purposes.Ownership of either component can be transferred without affecting thelegal status or investment characteristics of the Subject Property 2 orthe other component. Similarly, while legal judgments against the ownerof either component can create a lien against that component, suchjudgments cannot create a lien against the Subject Property 2 or theother component.

For tax purposes (usually for United States tax purposes), the holder ofthe estate for years component (or an equity interest therein) isusually entitled to amortize the acquisition cost (e.g., purchase price)of the estate for years component (or the acquisition cost of the equityinterest therein) over the portion of the estate for years termremaining after acquisition of the estate for years component (or theequity interest therein).

Alternatively, the estate for years holder may be entitled to bothdepreciation and amortization deductions. In this case however, thevalue of the deductions is interleaved, not additive. That is, althoughthe combined deduction would be greater than the amortization deductionalone, the combined deduction would be smaller than the sum of theamortization and depreciation deductions.

As an additional alternative, in some cases in which there is a singleentity for both the estate for years and remainder components, theestate for years holder may be entitled to cost recovery in the form ofdepreciation of the temporally decomposed property in lieu ofamortization of the estate for years purchase price. These situationsusually involve tangible personal property and leases with terms thatare longer than the statutory cost recovery period for that type ofproperty, in which cost recovery via depreciation is faster for theestate for years investor than cost recovery via amortization of theestate for years price over the lease term.

Whichever cost recovery deduction schedule is claimed by the estate foryears holder, the tax treatment of the estate for years will bedifferent from the treatment claimed by the holder of conventionaltaxable debt, because for tax purposes, the estate for years is anincome-producing asset rather than a debt instrument:

If the estate for years component holder is a corporate investor, thenthe tax write-offs accruing from component separation are available tooffset taxes on either passive or operating income.

Separation is facilitated if the lease(s) is triple-net, i.e., duringthe trust term, the lease(s) obligates the tenant to the estate foryears component holder for property management and maintenance, paymentof taxes, and property insurance. Thus, absent a default by a tenant,the rights and obligations of the estate for years component holderinvolve the right to receive scheduled net rental payments, while thebenefits of property occupancy belong to the tenant. The only claim ofthe estate for years component holder on any property asset is acontingent one, in event of a tenant default.

In a tenant default, the estate for years component holder has recourseagainst the tenant as prescribed by property law and the leasecovenants. This recourse against both tenant financial assets and theremaining portion of term property occupancy rights is the subject oftraditional principles of property law. The availability of taxwrite-offs accruing from component separation continues unaffected by atenant default event.

The default risk associated with the estate for years is identical tothe default risk associated with tenant general obligation debt. Theexpected value of the combined estate for years default claims comparesfavorably with the claims available to the holders of tenantunsubordinated debentures.

Leased and unleased property have different investment characteristics.The nature of this difference can be illustrated by considering theextreme cases of two unleveraged general purpose single-tenantproperties of similar size, location, and architecture, one perpetuallyleased on a triple-net basis to an investment-grade tenant, the othermomentarily unleased.

In the case of the perpetually leased property, all future rental cashflows is are determined. Absent tenant default, there will be no futurerental negotiations. Thus, there are no present values that fluctuatewith changes in the spot market for comparable space, implying that thevalue of this property does not depend on the real estate market.Property value in this case depends solely on the contracted values offuture net cash flows, tenant credit risk, and long-term interest rates.In other words, this asset has the investment characteristics of tenantdebt.

By contrast, all future rentals from the unleased property are as yetundetermined, and the present value of these rentals fluctuates withexpectations about the future evolution of the spot rental market. Inshort, this asset is a pure real estate equity investment, with nofixed-income component.

Typical institutional-grade property is not well represented by eitherextreme. Such property is usually fully leased or almost-fully leasedfor a reasonable period of time, with arrangements for tenant occupancybeyond that period open to future negotiation. As in the case ofperpetually leased property, existing leases have the investmentcharacteristics of fixed-income assets, whereas the speculative riskdimensions investors associate with equity real estate are due entirelyto the remaining rights in the property asset: the right to futurerental opportunities after existing leases expire.

By securitizing net-leased property to separate ownership of currentleases from ownership of future leases, the net-leased property isdecomposed into estate for years and pure equity remainder components.The estate for years components are appropriate for investors interestedin traditional fixed-income investments, while the pure equityremainders are appropriate for real estate investors, speculators, andtax-exempt institutions interested in acquiring portfoliodiversification benefits of real estate at a fraction of the cost forall components of the real estate.

The separation of property into components can create major tax benefitsif property is properly securitized and the components are sold toindependent investors in a simultaneous three-way transaction.

As part of the undivided property, most of the lease cash flows aretaxable income, while as a stand-alone asset, most of the lease cashflows are tax-exempt. This suggests a change in the appropriate buyersfor lease income streams. As part of whole property, lease incomeproduces the greatest after-tax benefit for tax-exempt institutions;whereas, packaged as stand-alone assets with incremental tax deductions,taxable institutions are natural investors.

The present value of the incremental tax deductions generated during theestate for years term by separation of ownership into components is anenhancement to property value. This implies that the combined marketvalues of securitized components should be greater than the value ofunsecuritized property. The tax deductions themselves can also be viewedas a fixed-income asset, which can be valued by fixed-income techniques.Alternatively, the combined value of incremental tax deductions and thelease income stream can be valued by fixed-income techniques as a singlefixed-income package.

From a tax perspective, the estate for years is an income-producingasset; from the return/risk perspective, it is an asset-backed bond.Unlike commercial mortgages, the default claims generated by the estatefor years have recourse against financial assets held by the entitieswho have obligated themselves to make the cash flow payments.

The example herein involves a single-tenant property; the case ofmultitenant property component separation is slightly more complicatedif the lease terms of tenants vary. Because the estate for years musthave the characteristics of a fixed income asset, it may be that acredit enhancing instrument such as an insurance policy against tenantdefault will have to be created to wrap around the lease agreements toachieve the characteristics of a marketable fixed income asset. The useof such an enhancement may broaden the application of the separationprocess in both single-tenant and multitenant property by creatinginvestment-grade estate for years fixed-income components in propertieswithout investment-grade tenants. Alternatively, there may be cases ofproperties with below-investment-grade tenants in which it is notcost-effective to reduce the default risk of the estate for yearscomponents with credit enhancement insurance. In these cases, equityinterests in the estate for years components will be ratable asfixed-income securities, for example, that are below investment-grade,where the term “ratable” refers throughout this investment descriptionto fixed-income ratings assigned by widely recognized investment ratingagencies such as Standard and Poor's and Moody's Investors Service, orclassifiable for regulatory purposes as fixed-income securities, forexample, that are below investment-grade, by a major regulatory agencyfor financial institutions or institutional investors, e.g., NationalAssociation of Insurance Commissioners (NAIC) investment classificationsassigned by the NAIC Securities Valuation Office or the offices ofindividual state insurance commissioners.

In the case of single-tenant property, the estate for years default riskis determined by the tenant credit rating. Thus, the estate for yearsdefault risk is identical to the default risk of tenant debentures. Inthe event of tenant default, the estate for years owner has the sameclaim on tenant financial assets as holders of tenant debentures, solong as the tenant does not declare bankruptcy.

In tenant bankruptcy, the estate for years holder has a combination ofclaims with combined values that can be shown to exceed the expectedrecovery rate on defaulted corporate debentures, as determined byaverage prices on publicly traded debentures immediately after defaultand by asset recovery rates subsequent to defaults on unsubordinatedgeneral obligation debt.

In other words, estate for years default risk is the same as defaultrisk on general obligation tenant debt, but in default the loss risk isless. This can be reflected in pricing the component, as illustratedbelow.

One possibility is to generate an investment-grade estate for yearscomponent (e.g., a component such that at least one certificateevidencing ownership or beneficial ownership of the component, afractional interest therein, or an equity interest therein, is aninvestment-grade security), for example, with between four percent (4%)and six and one half percent (6{fraction (1/12)}%) after-tax yieldsunder current property market conditions. This is an after-tax premiumof between 20 and 170 basis points over corporate debentures ofcomparable credit risk. Alternatively, this represents an approximatepre-tax equivalent premium of between 25 and 230 basis points fortaxable buyers in a 36% marginal tax bracket.

These premia can be expected to erode slowly as the markets for theproperty components develop. Sellers will learn to value each componentseparately in arriving at property valuation. (To value each component,one could use separate computer systems to compute such valuation foreach component separately. In effect, this approach is the inventiondisclosed herein divided into two computer systems, one for eachcomponent. Such an approach is viewed as an equivalent to the presentinvention.) In any case, eventually multiple bidders for estate foryears interests will drive estate for years yield premia down to doubleor single-digit basis points. However, by placing the estate for yearsinterests privately, dissemination of this embodiment of the investmenttechnology may lag.

In short, when viewed as a financial asset, unleveraged commercialproperty is a portfolio comprised of at least two components withdifferent investment characteristics: a fixed-income asset essentiallyconsisting of all ownership rights while existing leases are in place,and a pure equity component essentially consisting of all ownershiprights after existing leases expire.

B. Computer System

The present invention is directed to a computer system for manipulatingdigital electrical signals to produce an illustration of a decompositionof property into separately valued components. The computer systemincludes a digital electrical computer controlled by a processor. Afirst logic means controls the processor in manipulating digitalelectrical signals representing input data to the computer, the inputdata characterizing at least two components decomposed from theproperty. The manipulating includes transforming the digital electricalsignals into modified digital electrical signals representing respectivevalues for each of the components, the values being computed to reflecttaxation for the components. Input means is electrically coupled to thecomputer and operable for converting the input data (which can beentered manually) into the digital electrical signals and communicatingthe digital electrical signals to the computer. Output means iselectrically coupled to receive the modified digital electrical signalsfrom the computer and to convert the modified digital electrical signalsrepresenting the respective values into an illustration of the computedrespective prices.

The computer system can additionally include a second logic means forcontrolling the processor in further manipulating the electricalsignals, the further manipulating producing at least one financialdocument for one of the components, the is financial document beingconstructed in response to electrical signals representing preexistingtext and stored in memory accessed by said computer and in response tosaid modified digital electrical signals representing the respectivevalues.

The computer system can be used in cooperation with one or more computersystems in respective locations to either recompute the computations(i.e., signal processing) discussed above or do supplementalcomputations (i.e., signal processing) as discussed below.

The property can be any property or divisible property right.Preferably, the property is real estate, but in another preferredembodiment, the property is a tax-exempt security.

More particularly, with reference to FIG. 2, the hardware, input, andoutput of a Computer System 12 according to the present invention areshown. The System 12 includes a Digital Computer 14, such as anIBM-compatible personal computer with a DOS operating system. DigitalComputer 14 preferably has a model 486 central processor or a 386central processor with a math coprocessor. Digital Computer 14 isoperably linked to a Keyboard 16, for receiving Input Data 18 (describedmore particularly below with regard to FIG. 3) and converting it intoelectrical signals. Digital Computer 14 also is operably linked tooutput means, such as a Monitor 20 and a Printer 22 (such as adot-matrix or laser printer) for outputting Financial Analysis Output 24(described more particularly below with regard to Specimen 1) andProcessed Component Financial Documents 26 (described more particularlybelow with regard to Specimens 3 and 4).

Digital Computer 14 is additionally operably linked to Memory System 28,comprising a means for storing Logic Means 30, such as a diskette or ahard disk, and a means for communicating the Logic Means 30 to theDigital Computer 14, such as a disk drive. Logic Means 30 can be a LOTUS123 (Version 2.01 or higher) computer program, which is used to produceSpecimen 1, though as described subsequently, a program dedicated to thepurposes of this invention would be preferable.

When loaded and running on Digital Computer 14, Logic Means 30 controlsthe Computer System 12 transforming the electrical signals from Keyboard16 into electrical signals associated with constructing files 32 (orrecords, if so desired) and of Financial Analysis Output 24. Storing aplurality of data files 32 would be appropriate, for example, foranalyzing different separated purchase transactions or for analyzing howone or more changes in Input Data 18 influence the Financial AnalysisOutput 24.

Memory System 28 also stores a Word Processing Program 34, such as WordPerfect 5.1. Word Processing Program 34 is useful for constructing andediting text files to be printed via Printer 22 as Processed ComponentFinancial Documents 26.

Preferably, one text file includes a Stored Model Financial Document Forthe Estate For Years 36, for example, an organizational document (e.g.,for an entity for the estate for years real estate component such thatcertificates evidencing equity interest in the entity are securities, asexemplified in Specimen 3) or a disclosure document for securities lawpurposes for the securitized estate for years real estate component(e.g., for an equity interest in the securitized estate for years realestate component, as exemplified in Specimen 5). Another text fileincludes Stored Model Financial Document For Remainder Component 38, forexample, an organizational document (e.g., for an entity for theremainder real estate component such that certificates evidencing equityinterest in the entity are securities, as exemplified in Specimen 4) ora disclosure document for securities law purposes for the securitizedremainder real estate component (e.g., for an equity interest in thesecuritized remainder real estate component, as exemplified in Specimen6). Still another text file includes Stored Other Financial Documents37, detailed subsequently herein.

It is to be explicitly understood that other implementations of thepresent invention, say, those using a different kind of digitalcomputer, analogous hardware, multiple computer systems, comparableinput and output, a computer program or programs written in a differentlanguage, or a hardwired system replacing the computer program, areentirely acceptable and equivalent to the present invention. Also theinvention can be implemented by hardwired logic in a handheldcalculator. When software is loaded into, and running, a programmablecomputer, the software sets what in effect are many, many “switches,”and the result can be considered a new computer machine, with logicformed from the set switches. Instead of setting the switches, anequivalent would be to hardwire the same or equivalent circuitry.Therefore, whether a configurable device is configured to therequirements of the present invention, or a device is constructed fromscratch solely for meeting the requirements of the present invention, isa distinction without a difference from an electrical signal processingstandpoint. All these embodiments are different species of the presentinvention that are within the contemplated scope of the presentinvention.

C. Logic Means 30

Focusing more particularly on Logic Means 30, it should be recognizedthat System 12 is intended for a specific purpose, for operation undercertain assumptions, to compute the values of components decomposed fromproperty, and to provide documentation thereof; System 12 involvescertain Input Data 18 and Financial Analysis Output 24, each of which isdiscussed below in greater detail.

1. Purpose

The Logic Means 30, in conjunction with the rest of System 12, isintended to facilitate financial transactions involving the separatecomponents of property, preferably commercial real estate in a separatedpurchase transaction. For a separated purchase transaction to takeplace, the sum of the prices the two investors agree to pay for theirrespective components should theoretically be at least equal to a priceat which the owner is willing to sell the property.

Logic Means 30 partially automates financial considerations that takeinto account the different investment characteristics of the twocomponents. This facilitates or reduces the cost for, carving a propertyvalue into respective values, which can be treated as prices, for theestate for years and the remainder interest. In addition, Logic Means30, in conjunction with Digital Computer 14, calculates variousfinancial parameters to assist prospective purchasers in decidingwhether the components are suitable as investments at the respectivesale prices.

Logic Means 30, in conjunction with Digital Computer 14, calculatesthroughout the estate for years the values and tax bases of the separatecomponents so that the sale and purchase of each component may takeplace privately or through a financial exchange established to provideliquidity in a market in which none presently exists.

Further, Logic Means 30, in conjunction with Digital Computer 14,provides accounting support to the estate for years investor bycomputing, on both annual and quarterly bases, the tax deductionsgenerated by the property and the estate for years. These deductions maybe used by the estate for years investor to reduce taxes on incomeproduced by the estate for years and in certain other taxableoperations. Because these deductions affect the basis of the remainderinterest upon expiration of the estate for years, the accounting supportset forth is also necessary for the remainder interest.

Logic Means 30 can also be used in conjunction with Word ProcessingProgram 34 to efficiently incorporate Financial Analysis Output 24 intoFinancial Documents 26 (and to edit and revise the stored ModelFinancial Documents 36 and 38 for each separate purchase transaction)for each of the components.

2. Assumptions

The Logic Means 30 is intended to support the separated purchasetransaction of real estate in which the estate for years has a definiteand specified term, and in which the property is leased for rent priorto, or coincident with, the separated purchase transaction. For theestate for years to be an asset with fixed-income investmentcharacteristics, the term of the estate for years is normally no longerthan the shortest term remaining on the lease(s). That is, the estatefor years entitles the holder to the right to receive the net cash flowsfrom the existing leases until the end of the term. Furthermore, therisk of default on the scheduled cash flow(s) is determined by eitherthe lowest-rated tenant credit risk or the value-weighted average creditrisk of the tenants, with the former the norm.

It is assumed in this embodiment that ownership of the components isstructured so that, after the separated purchase transaction, thepurchaser(s) of the estate for years is (are) entitled to amortize theestate for years purchase price for tax purposes and also over theestate for years term. Additionally, it is assumed that any depreciationdeductions are to be taken by the estate for years purchaser(s).Finally, it is assumed in this embodiment that the entire investmentreturn on any preferred equity interest in the remainder component isinsured via residual insurance, that the preferred equity interest doesnot have any participatory interest in the investment return on theremainder component other than the insured return, and that none of theresidual value insurance is left over to insure the return on theresidual equity interest in the remainder component. This implies thatthe preferred interest is a ratable fixed-income asset and that it isusually an investment-grade fixed-income asset in cases in which theresidual value insurer has an investment grade credit rating.

In addition, it is assumed in this embodiment that the cost of theresidual value insurance is payable in the form of a single up-frontinsurance premium at the time the property is separated into components.Other embodiments can incorporate general schedules and amounts ofresidual value insurance premium payments over the estate for yearsterm. Still other embodiments can provide for the possibility thatcreation of a preferred interest in a remainder component, the purchaseof residual value insurance for the preferred interest, or both thecreation of a preferred interest in a remainder component and thepurchase of residual value insurance for the preferred interest, canoccur as one or more events subsequent to separation of the propertyinto estate for years and remainder interests. These and yet otherembodiments can also allow for the cost of possible interim financingfor the remainder interest prior to the time the residual valueinsurance takes effect.

3. Pricing the Estate for Years

Under the above assumptions, the risk and return characteristics of theestate for years are those of a fixed-income asset. This implies thatprospective investors will price the estate for years as a fixed-incomeinvestment, i.e., prospective purchasers will value the estate for yearsrelative to comparable investments available in the bond market at thetime of the separated purchase transaction.

Specifically, prospective purchasers of the estate for years will lookat the available yield on Treasury securities of comparable cash flowcharacteristics for a comparable average life, add a risk premium basedon the average credit risk of the tenants and, under present marketconditions, probably add an additional premium due to the illiquidity ofthe investment. The sum of the appropriate Treasury rate plus the riskand the illiquidity premiums is a typical fixed income market discountrate for the estate for years.

4. Input Data 18

Generally, in order to value the estate for years as a fixed-incomeinvestment, a schedule of net cash flows during the estate for yearsterm is determined. Typically, this will comprise a stream of scheduledmonthly net rental payments. If the estate for years does not begin onthe first day of a month and terminate on the last day of a calendarmonth, net rental payments could also include fractional monthly rentalpayments for the first and last months of the estate for years term. Inaddition, the date of the split purchase transaction, and the date thatthe estate for years terminates, are also entered as Input Data 18.

Estate for years valuation also includes the appropriate discount ratefor the estate for years. But instead of inputting this number directly,the Logic Means 30 prompts a request (as Input Data 18) for theappropriate annualized Treasury bond interest rate for bonds of anequivalent average life to the estate for years, plus an appropriaterisk/illiquidity premium, as discussed above.

To compute the remainder interest purchase price, the property saleprice, together with any extra expenses (i.e., fees and commissions)arising in the securitization of the real estate components, are alsoentered as Input Data 18.

To estimate the depreciation and amortization deductions to which theestate for years purchaser is entitled, the Logic Means 30 assumes thatthe percentage of the property purchase price represented by land is notdepreciable, but that the remaining portion of the purchase price isdepreciable, as prescribed by the tax code. Thus, the Logic Means 30requires the user to enter the percentage of property value that is notdepreciable and the amounts and depreciation schedules for the remainingportions of the purchase price.

To project the after-tax cash flows of the estate for years investor,and hence this investor's projected after-tax income rate, the LogicMeans 30 also uses the projected tax bracket schedule of the estate foryears investor as Input Data 18.

To calculate the implied purchase price of the property for theremainder interest buyer at the time the estate for years expires, theLogic Means 30 further uses an implied risk-free opportunity cost ofcapital for the remainder interest buyer, typically though notnecessarily the zero-coupon risk-free Treasury rate for the estate foryears term, as Input Data 18.

5. Elements of the Financial Analysis Output

Elements of the Financial Analysis Output 24 of Logic Means 30 include(1) a representation of the price for the estate for years component,and (2) a representation of the price for the remainder interestcomponent. The price an estate for years investor is willing to pay canbe computed from the net rental cash flows, the interest rates in thebond markets, and the credit ratings of the tenants. The Logic Means 30discounts the sequence of net rental payments scheduled during theestate for years term at the required estate for years discount rate todetermine an appropriate purchase price for the estate for years. Theprice a remainder interest investor must pay is computed as thedifference between: (1) the sum of the property asking price plus thecosts and fees associated with separating the components, and (2) theestate for years valuation. This formula follows because between themthe purchasers of the components must come up with the property askingprice together with any extra expenses associated with creating thecomponents. If these prices are acceptable to prospective componentpurchasers, then a separated purchase transaction of the real estateinterests can be consummated.

6. Additional Output

In one embodiment of the invention, Logic Means 30 can have ComputePresent Value of Enhancement 117, which computes the present value ofthe enhancement in property value due to component separation. Thisvalue is computed as the difference between the present value of theestate for years after-tax cash flows, and the after-tax cash flows theestate for years would generate if the estate for years were still apart of undivided property and subject to the same tax deductionsavailable to the owner of undivided property. The discount rate used tocompute this present value is the after-tax income yield rate for bothsets of cash flows.

Logic Means 30 outputs the present value of the enhancement in twoforms: expressed as a dollar amount, and expressed as a percentage ofthe gross property sale price.

The present value of the enhancement must be greater than the cost ofextra fees and commissions due to securitization, in order for componentseparation to be a value-enhancing process.

Value enhancement is a rough measure of the attractiveness of componentseparation in each prospective transaction. However, it is not useddirectly in pricing components, nor in preparing documentationdescribing investment characteristics of the components.

7. Computer Screens and Logic

A preferred embodiment of this invention would involve a stand alonecomputer and a computer program (Logic Means 30) stored on a hard disk(of Memory System 28) of a 486 Personal computer (Digital Computer 14).Unlike a hardwired equivalent embodiment, a programmable Computer System12 is more readily adaptable to produce whatever output a user ofComputer System 12 may desire with respect to a prospective separatedpurchase transaction. The preferred programming language is structuredBASIC, although C, Fortran, or any other language with mathematicalformulaic capabilities is acceptable. The operating version of thecomputer program for users should be in compiled code.

The Logic Means 30 includes Shell 40, which permits the option ofaccessing Word Processing Program 34 or a Title Screen 42 of a dataprocessing system. Title Screen 42 informs the user of the name andownership of the Logic Means 30, notice of any copyrights or patentsthat involve the invention, etc.

The Title Screen 42 leads to a Menu 44 screen created by Computer System12 to query the user as to whether the user wants to retrieve one of theData Files 32 stored from a previous run of the Logic Means 30 that theuser saved in Memory System 28 or to create a new data file to become anew one of the stored Data Files 32. If the user makes a menu selectionindicating that the Logic Means 30 should retrieve one of the storedData Files 32, the Logic Means 30 asks on a Retrieve Stored Data FileScreen 46 for the name and directory of the selected Data File 32. Block48 performs the function of recalling the appropriate one of Data File32.

Otherwise, the user can make a menu selection at Block 44 to create aNew Data File 50. Regardless of which of these selections is made, LogicMeans 30 displays a Data Form 52 like Screen 1 of Specimen 1, which willeither have blank spaces to receive Input Data 18 to fill in the DataForm or will already be completed as a stored Data File 32. Specimen 1,Screen 1, herein is a representation of a completed data form. Thisrepresentation, which is illustrative only, involves 10-year leases anda certain pattern of rents, and as such, it is a limited illustration ofthe capabilities of the invention discussed herein. Also, a portion ofthe Financial Analysis Output 24 is presented in Screen 2 and Screen 3of Specimen 1, which is a simplification over the use of a dedicatedprogram to generate the Financial Analysis Output 24 after all of theInput Data 18 has been entered.

The Logic Means 30 has an Input/Edit Data Form 54 screen adapted toreceive Input Data 18 from the user by manual operation of Keyboard 16.Thereby, the user is able to enter or edit a column of rents until allpayments have been entered. The user is also able to edit data on thedata form, as is discussed more particularly below. Editing a data formrecalled from Data File 32 efficiently enables recomputing similar datawithout having to enter data all anew. Instructions informing the userof which keys perform the functions can appear at the top or bottom ofthe screen. After the user is satisfied that all information solicitedin the data form has been entered correctly, the user enters a commandto enable Data Processing 56. The Logic Means 30, in conjunction withDigital Computer 14, calculates the output parameters indicated in FIG.4 to produce a new Data Form as Financial Analysis Output 24 in FIG. 2.

The Logic Means 30 also provides options to Print 58 the FinancialAnalysis Output 24 and to Store 60 the Financial Analysis Output 24 as aData File 32. The user makes a selection at Blocks 58 and 60 by pressingan appropriate key on Keyboard 16.

The Logic Means 30 returns to the Main Menu 44 to either repeat theaforesaid sequence or to quit 62 to the Shell 40. The action of pressingan exit key at any point in the sequence, if this feature is used,should bring up a fail-safe screen requesting the user to confirm theexit instruction by pressing another designated key, or cancel the exitinstruction by pressing any other key.

From Shell 40, the user can alternatively enter a selection to call upthe Word Processing Program 34. Word Processing Program 34 can accessthe Stored Model Estate For Years Financial Document 36 or the StoredModel Remainder Component Financial Document 38 or other financialdocuments to modify the selected document to include informationcomputed from Process Data 56. This information can include the expectedreturns under various performance scenarios, the price, and variousquantitative descriptions of risk, e.g., prices under various scenarios.Process Data 56 can be contained entirely within one computer or canencompass a group of at least two computers that communicateelectronically. Thus, computations of the expected returns under thevarious performance scenarios can take place entirely within onecomputer or can take place within a group of computers that communicatecomputations and/or data on the expected returns under the variousinvestment scenarios electronically within the group. Similarly,computations of the prices under the various performance scenarios cantake place entirely within one computer or can take place within a groupof computers that communicate computations and/or data on the pricesunder the various investment scenarios electronically within the group.

Edit 63 involves editing any of the stored model documents of Block 36,Block 37, and Block 38, particularly to incorporate information from aStored Data File 32. Print Document 64 permits printing the modifiedselected document at Printer 22 as one of the Processed ComponentFinancial Documents 26. Store Document 66 permits storing the modifiedselected document via Memory System 28. Quit to Word Processing Program68 inquires whether the user prefers to return to Word ProcessingProgram 34 to repeat a loop defined thereby, or to go to the Shell 40.

Other Stored Model Financial Document 37 represents other financialdocumentation required to successfully place the securitized components.For each component, these include at least one securities document,e.g., one or more of the following group: an organizational document foran entity such that a certificate evidencing an ownership or equityinterest in the entity is a security, a security evidencing an ownershipor equity interest in such an entity, and a disclosure document forsecurities law purposes, such as an offering memorandum, prospectus, orterm sheet, which would normally include some or all of the following.

Security Description

Property Description and Legal Description

Lease Synopsis and Lease Agreement

Description of Tenant(s)

Business

Financial Assessments

Financial Analysis Based Upon Various Assumptions and Inputs

Presentation of Risk Characteristics

In this description, the term “securities law” can refer to UnitedStates federal securities law alone or to all applicable United Statesfederal, state and territorial securities law.

A portion of the Financial Analysis Output 24 is presented in Screens2-4 of Specimen 2, which is a simplification over the use of a dedicatedprogram to generate the Financial Analysis Output 26 after all of theInput Data 18 has been entered.

Turning now to FIG. 4, the input and computational logic of a preferredembodiment of Logic Means 30 is detailed. The logic of Input Date A 70receives entry of the date on which a separated purchase transaction isto take place, and Input Date B 72 receives entry of the expiration datefor the estate for years. The transaction date and the estate for yearsexpiration date should be entered as numbers, i.e., the number of themonth, the number of the day, so that the length of the period betweenthe two dates can be easily computed in Compute Estate For Years Term74. Block 74 computes the number of whole and fractional months in theestate for years term, both as an output and for use elsewhere in thelogic in computing discounted presented values and the schedules ofannual and quarterly depreciation and amortization deductions, asdiscussed subsequently.

Usually, the end of the estate for years term will be on the last day ofa calendar month, and the transaction date will be on the first or lastday of a calendar month. Thus Block 72 stores the number of days in anyfractional calendar month at the beginning or end of the term, if any,separately from, and in addition to, the length of the term (i.e., Block72 keeps the number of days in beginning and end fractional calendarmonths separate from each other). By subtracting the separated purchasedate from the expiration date of the estate for years, the Logic Means30 can be used to compute the length of the estate for years term (e.g.,“10 years”, “9 years 8 months”, or “9 years 10 months 11 days”).

The Logic Means 30 also includes Input Treasury Bond Yield Rates 76 andInput Rental Income Risk Rates 78 for respectively receiving entry ofthe Treasury bond yield curve and the rental risk premium curve as afunction of the yield curve. The output of Block 91, which is onlyslightly sensitive to changes in position on the yield curve, is usedinteractively to select the appropriate Treasury bond rate and rentalincome risk premium.

The data entered in Blocks 76 and 78 are used in Compute Rental IncomeRate 80, which adds the data to compute the rental income yield rate,which is the discount rate used to value the pretax net rental paymentcash flows. Rather than treating the value as an input, the Logic Means30 has the user input the corresponding Treasury bond yield rate and therental income risk premium appropriate for the tenant credit ratings.The rental income yield rate is computed in Block 80 as the sum of theTreasury bond yield rate and the rental risk premium.

The Logic Means 30 also has Tax Bracket 82 for receiving input datarepresenting the tax bracket of the estate for years purchaser. Theestate for years purchaser will usually be a taxable investor, in orderto take advantage of the tax deductions associated with ownership of theestate for years asset. The Logic Means 30 computes the after-tax incomeyield rate, (i.e., the marginal after-tax interest rate the estate foryears investor receives on income from senior debentures of the samedefault risk as the estate for years) in Block 84. The computation isthe product of the pretax interest rate on those debentures (obtainedfrom Block 80) multiplied by one minus the tax bracket of the estate foryears purchaser (obtained from Block 80).

Input Gross Rental Payment 85, which is applicable for non-triple netleases, receives the projected gross rental payment. InputProperty-Related Ownership Costs 87, which is also applicable fornon-triple net leases, receives the projected ownership costs. InputWrap Insurance Costs 89 is actually a part of Input Block 87 in the caseof non-triple net leases, but is broken out and made a separate input inthe case of triple-net leases that are not bondable. This is theschedule of insurance payments for the wrap insurance policies needed toupgrade a non-bondable triple-net lease to bondable status.

Compute Scheduled Net Rental Payments 88 receives the data input inBlocks 85, 87, and 89 to compute net rental payments during the estatefor years term, as mentioned above. However, for triple-net leases,Block 88 can be an input of net rental payments, with Blocks 85 and 87unnecessary, and Block 89 optional or unnecessary: (1) unnecessary inthe case of bondable triple-net leases; and (2) optional for othertriple-net leases, depending on whether or not insurance to upgrade thetriple-net lease to bondable status is cost-effective. If the userselects to enter the monthly rental payments manually, the Logic Meanspresents Screen 54 with the aforementioned two columns: a list of thecalendar months in the estate for years term (beginning with the monththat includes the transaction date, and ending with the month thatincludes the expiration date of the estate for years security) on theleft, and corresponding spaces for rental payments on the right.Alternatively, in the (typically occurring) cases of leases which haveconstant net rental payments, or for which the term can be divided intoa small number of subterms during each of which the net rental paymentsare constant, the various net rents and the periods to which they applymay be entered in lieu of a month-by-month net rent schedule.

The data input in Block 88 is used in Compute Estate for Years PurchasePrice 90. The estate for years purchase price, which is implied by therental income yield rate, is the discounted present value of the netscheduled rental payments, valued at the rental income yield ratecomputed in Block 80. If the transaction date is the first day of acalendar month, and the estate for years term consists of a whole numberof months, then Formula 1 gives this value. $\begin{matrix}{{{{Estate}\quad {for}\quad {Years}\quad {Purchase}\quad {Price}} = {\sum\limits_{j = 1}^{N}\frac{\left( {{rent}\quad {in}\quad {jth}\quad {month}} \right)}{\left( {1 + {r/12}} \right)^{j - 1}}}},} & (1)\end{matrix}$

where r=the annual rental income yield rate, and N=the number of monthsin the estate for years term.

The data input for Block 90 together with the output of Block 90 is usedin Block 91 to compute the weighted average life, half life, andduration, for the Estate for Years. One or more of these values—theweighted average is currently the preferred choice—is typically used byinvestors to determine which value on the Treasury yield curve is themost suitable choice for input through Block 76. Because these valuesonly vary by relatively small amounts as the inputs from Blocks 76 and78 are varied, rough estimates of the correct place on the yield curvecan be used for these inputs, with the output of Block 91 then usediteratively to correct the original estimates; alternatively, theiterative loop can be omitted, and instead performed manually by theuser to select among candidate yield curve values and convergeinteractively to the appropriate place on the yield curve based upon theoutput of Block 91. If the manual mode is employed, one, two or at mostthree, iterations will be required to converge to the correct yieldcurve value.

The Logic Means 30 additionally has Input Property Valuation 92 forreceiving input data representing a property valuation of the realestate; Input Extra Fees 94 is for receiving input data representingfees and expenses incurred in structuring the separated purchasetransaction. The securitization and separation of a property intocomponents often entails greater costs than a traditional real estatesale. Those investing in the components are willing to pay theadditional cost because, after a split purchase, the combined values ofthe two components is greater than the value of the real estate beforethe purchase as shown in FIG. 1, due to additional tax deductionsavailable after the real estate interests have been divided.

The gross property sale price is computed in Property Sale Price 96 asthe sum of the value of the undivided property (from Block 92) and theincremental expenses required to split the real estate into components(from Block 94). Expenses beyond those required in a conventional realestate transaction are considered here.

Compute Cap Rate 98 computes a rather crude indicator of the return onthe investment. The cap rate is computed by dividing the total firstyear rent (from Block 88) by the gross property sale price of theundivided property (from Block 96).

Remainder Interest Purchase Price 100 computes the remainder interestpurchase price as whatever amount in addition to the estate for yearspurchase price is required to put together the price required topurchase the real estate. This value is computed by subtracting theestate for years purchase price (from Block 90) from the gross propertysale price (from Block 96).

Remainder Interest Implied Annual Return 102 computes the remainderinterest component implied annual return, which is the annualized returnthe remainder interest investor will have earned if the value of theproperty when the estate for years expires is determined by multiplyingInput Future Remainder Value 73 by Input Property Valuation 92. InputFuture Remainder Value 73 is the expected remainder value at the end ofthe estate for years term, expressed as percentage of Input PropertyValuation 92. In the case of institutional grade real estate, the inputvalue received by Input Future Remainder Value 73 will frequently beclose or equal to 100%, reflecting the frequently applicable assumptionthat the value of the decomposed property is expected to change littleor not at all across the estate for years term.

This interest rate is the only unknown quantity in Formula 2, which isset forth below.

Expected Property Valuation=(Remainder Component Purchase Price)(1+x)^([N/12])(1+(N/12−[N/12])x)  (2)

where Expected Property Valuation is the product of Input FutureRemainder Value 73 and Input Property Valuation 92, N=number of monthsin the estate for years term, [N/12]=the largest integer that is lessthan or equal to N/12, and x=remainder component implied annual return.

Input Rental Area 104 is for receiving data input representing therentable area in the real estate. This data is used in Remainder PricePer Square Foot 106 to compute the remainder price per square foot,which is computed by dividing the remainder interest purchase price(from Block 100) by the number of rentable square feet in the property(from Block 104).

Input Zero-Coupon Risk-Free Rate 108 is for receiving data inputrepresenting the zero-coupon risk-free rate. Then, in Block 110, theprice per square foot that the remainder interest buyer is paying at thetime the remainder interest matures into full ownership of the propertyis computed as equaling the amount to which the remainder price persquare foot increases when it accrues interest at the zero-couponrisk-free rate. Formula 3 is used to compute this value.

Price/Sq. Ft.=(Remainder Price/Sq. Ft.) (1+zero-coupon risk-freerate)^([N/12])(1+(N/12−[N/12])(zero-coupon risk-free rate))  (3)

where N=number of months in the estate for years term, and [N/12]=thelargest integer that is less than or equal to N/12.

Although this is the correct formula for a comparison of remainderinterest prices at the beginning and end of the estate for years term inan arbitrage-free market, is the remainder interest investor may find itmore instructive to transforming this equation into a capital budgetingrelation by substituting the remainder interest investor's opportunitycost of equity or debt capital for the risk-free rate.

Percentage of Property Value Not Depreciable 112 is for receiving inputdata representing a percentage of property value represented, in thecase of real estate, by the land. If a conservative cost recoveryposition is taken by the estate for years investor and only amortizationis claimed as a tax deduction, which is the likeliest scenario at thecurrent time, then this input is unnecessary. If depreciation as well asamortization is claimed by the estate for years holder, then this valueis used in Block 114 to compute the schedule of depreciation andamortization tax deductions, together with the resulting adjustments tothe estate for years tax basis. These must be computed very carefullybecause if both deductions are claimed then the deductions are notcompletely independent of each other, and because the interaction iscomplex and subtle.

Under present tax law, during the estate for years term, the estate foryears is entitled at least to a deduction computed by straight lineamortization of the estate for years acquisition cost, and possiblydepreciation deductions as well, with reductions in each end-of-year taxbasis computed in accordance with established tax accounting principles.

After computing the values of these annual deductions, the investorallocates fractions of the deductions to each tax quarter as instructedin the present tax code (e.g., if the first year is the entire calendaryear, one quarter of each deduction is allocated to each quarter), andthe tax basis is reduced accordingly on a quarterly basis.

The quarter-by-quarter amortization and depreciation deductions, and thecorresponding quarterly adjustments to the estate for years tax basis,will be entered into a preformatted table. This table will be availablefor viewing on the Monitor 20, can be stored with the other output dataif saved in Data File 32 by the user of Computer System 12, and can beprinted at Printer 22 if the user presses a designated key on theKeyboard 16. (It should be noted that this invention uses the tax code,whatever it may require, in decomposing the real estate into separatecomponents; the invention of the computer system and methods involvingit of course do not depend upon the present tax laws.)

Block 116 computes quarterly tax payments by subtracting the quarterlytax deductions from the quarterly net rental payments, and multiplyingthe result by the tax bracket of the estate for years investor. This isoutput since it is part of the accounting support for the estate foryears investor.

Typically, tax payments are made by institutional investors four timesper year, in the middle of months 1, 4, 7, and 10. The after-tax incomecomponent yield, which is computed in Block 118, is the after-tax yieldto the estate for years buyer, and is the internal rate of return on theafter-tax net rental cash flows. For rental payments made at thebeginning of each month, it is preferred to divide the year intotwenty-four (24) semi-monthly periods with cash flows at the beginningof each period. With this approach, the pretax rents are the cash flowsin the odd-numbered periods (i.e., periods 1, 3, 5, . . . , 21, 23),while the tax payments are the cash flows in periods 2, 8, 14, 20 (inthe other even-numbered periods, the cash flows are treated as beingequal to zero).

An alternative is to simplify the calculation conceptually for theestate for years holder by assuming that tax deductions occur with thesame frequency as the cash flows (typically, on a monthly basis), andmatching the occurrence of the tax deductions with the correspondingcash flows. In this case, for computational purposes the year will bedivided into the same number of periods as the expected frequency ofcash flows—typically, twelve periods, or monthly.

In Pretax Income Component Yield 120, the pretax income component yieldis computed as the pretax interest rate that the estate for years buyerwould have to receive if the estate for years were a bond, in order tobe left with the same amount of after-tax income that results fromowning the estate for years. This number is computed by dividing theafter-tax income component yield (from Block 118) by one minus the taxbracket of the estate for years investor (from Block 82).

If the estate for years purchaser is a taxable investor, this numberwill be larger than the rental income yield rate of Block 80. Thisoccurs because the estate for years is an income-producing asset ratherthan a bond, and hence income from the estate for years is subject todifferent tax regulations than income from a bond.

Block 122 computes the equivalent after-tax estate for years value bydiscounting the after-tax net rental payments at the after-tax incomeyield rate. This is the discount rate that would be applied to theafter-tax cash flows if the estate for years were a bond.

Block 122 may compute other measures of the estate for years value bydiscounting different components of the after-tax cash flows atdifferent discount rates that reflect the different risk characteristicsof those components (e.g., discounting the pretax cash flows, taxpayments, and tax deductions at rates that reflect the different degreesof certainty that they will be realized as projected at the time ofcomponent separation).

In cases in which the remainder component is to be decomposed into apreferred fixed-income interest and a residual equity interest, InputCredit Risk Premium Curve 105 receives the credit risk premium curve ofthe insurer for the preferred interest. Input Extra Months to RetirePreferred 103 receives the amount of time beyond the estate for yearsterm, if any, that the residual equity interest investor has torefinance or sell the property and pay off the preferred interestholder. Average Life 95 computes the expected life of the preferredinterest in the remainder component by adding the estate for years termto the value received by Input Extra Months to Retire Preferred 103,which equals the average life of the preferred interest since thepreferred interest is a zero-coupon bond. Preferred Interest AnnualReturn 97 selects the Treasury bond yield rate from Input Data 78 andcorresponding insurance credit risk premium from Input Data 105corresponding to the preferred equity interest average life, andcomputes the preferred interest annual return by adding the Treasurybond yield rate to the insurance credit risk premium.

Input Insured Property Value 101 receives the insured value for theproperty at a date specified by the residual value insurance (e.g., atmaturity of the preferred interest), expressed as a percentage of InputProperty Valuation 92. Preferred Interest Purchase Price 99 converts theinsured value for the property to a nominal amount by multiplying Input101 and Input 92 together, and then computes the preferred interestpurchase price by discounting the insured property value at maturity ofthe preferred interest back to the date of the temporal decomposition bythe equation:

Preferred Interest Purchase Price Insured PropertyValue/((1+y)^([M/12])(1+(M/12−[M/12])y)  (4)

where y=preferred interest annual return, and M=number of months in theexpected life of the preferred interest.

The cost of decomposing the remainder component into preferred andresidual interests is computed in Residual Interest Purchase Price 113as the sum of the cost of residual value insurance from Input InsurancePolicy Premium 107 and any additional associated up-front fees fromInput Additional Up-Front Fees 109, such as the costs of obtaining acredit rating for the preferred interest and of generating financialdisclosure documents for the preferred and residual interests. ResidualInterest Purchase Price 113 then computes the residual interest purchaseprice from the equation that the sum of the preferred interest andresidual interest purchase prices is equal to the sum of the purchaseprice of the remainder component from Remainder Interest Purchase Price100 and the cost of decomposing the remainder component into thepreferred and residual interests. This is a linear equation in which theonly unknown quantity is the purchase price of the residual interest,which implies that the equation can be solved for the residual interestpurchase price as follows:

Residual Interest Purchase Price=Remainder Component PurchasePrice+Residual Value Insurance Policy Premium+Additional Up-FrontFees−Preferred Interest Purchase Price  (5)

In some exceptional cases, it may be desirable to use a fraction of theresidual value insurance to insure the return on the preferred interest,reserving the remaining fraction of the residual value insurance toinsure a portion of the return on the residual interest. This can lowerthe investment risk associated with the residual interest, enhancing themarketability of the residual interest by sacrificing some residualinterest leverage. In such cases, the expression on the right side ofEquation (4) for the preferred interest purchase price must be modifiedas follows: the right side of the equation must be multiplied by thefraction that represents the portion of residual value insurance that isallocated to insurance for the preferred interest return. Equation (5)still provides the solution for the residual interest purchase price interms of the preferred interest purchase price.

Input Exit Fees 111 receives the expected future cost of liquidating orrefinancing the remainder interest in order to raise the funds requiredto retire the preferred interest, which cost is expressed as apercentage of the expected property valuation at maturity computed inBlock 102.

Residual Interest Annual Return 115 computes the expected annual returnon the residual interest over the expected life of thepreferred/residual decomposition. This interest rate is the only unknownquantity in the following equation:

Expected Residual Interest Valuation at Maturity=(Residual InterestPurchase Price) (1+z)^([M/12])(1+(M/12−[M/12])z)  (6)

where Expected Residual Interest Valuation at Maturity is the valueobtained by subtracting the sum of the preferred interest valuation atmaturity and the expected nominal amount of exit fees from the expectedproperty valuation at maturity from Block 102, z=residual interestannual return, and M=number of months in the expected life of thepreferred interest. The preferred interest valuation at maturity equalsthe value of the portion of the minimum property value specified by theresidual value insurance that is allocated to the preferred interest,which portion usually is equal to the entire amount of the specifiedminimum property value. The expected nominal amount of exit fees isobtained by multiplying the percentage value from Input Exit Fees 111 bythe nominal value of the expected property valuation at maturity.

Remainder-to-Residual Ratio 119 divides the remainder interest valuationby the residual interest valuation. This represents the factor by whichthe amount of equity risk capital required to complete the acquisitionand decomposition of the property is reduced via the use of residualvalue insurance to carve a fixed-income preferred interest out of theremainder component.

Residual Leverage Ratio 121 computes the factor by which leverage forthe equity investor is increased (for the case of the scenario specifiedby the input values) by carving a preferred fixed-income interest out ofthe remainder component. This is computed by the following equation:

Residual Leverage Ratio=(Remainder-to-Residual Ratio) (Expected ResidualValuation at Maturity/Expected Property Valuation)  (7)

where Remainder-to-Residual Ratio is obtained from Block 119, ExpectedResidual Valuation at Maturity is obtained from Block 115, and ExpectedProperty Valuation is obtained from Block 102.

In Blocks 115 and 121, the residual interest annual return and theresidual leverage ratio are computed net of fees associated with raisingthe funds required to retire the preferred interest. This is afinancially conservative approach to the computation of these values anddiffers from the approach frequently taken in disclosure documents,which is to compute returns and leverage ratios based on asset valuesbefore imposition of any back-end liquidation or refinancing fees. It isimportant to note that the alternative values for the residual annualreturn and residual leverage ratio before imposition of back-end feesare also generated by this software, by setting Input Exit Fees 111equal to zero.

By contrast, the incorporation of an assumed exit fee at the end of theestate for years term in Remainder Interest Implied Annual Return 102and the expected property valuation input to Residual Leverage Ratio 121is usually inappropriate in the case of a remainder interest that is notleveraged or decomposed into components, since in this case theremainder interest holder usually does not face an automatic need torefinance the property at the end of the estate for years term. In casesin which the remainder holder is expected to face such a need, expectedexit fees can be subtracted from Input Future Remainder Value 73 eitherbefore or after data entry. This modification will flow throughautomatically to make appropriate modifications for expected remainderholder exit fees to the calculations for Remainder Interest ImpliedAnnual Return 102 and Residual Leverage Ratio 121.

Insured Value Per Unit Area 125 computes the insured value of theproperty per unit area of rentable space by multiplying the propertyvaluation from Input Property Valuation 92 by the insured value for theproperty from Input Insured Property Value 101 (as specified at maturityof the preferred interest by the residual value insurance and expressedas a percentage of Input Property Valuation 92) and dividing theresulting product by the rentable area of the property, usually insquare feet, received from Input Rental Area 104.

In using Computer System 12 and the Financial Analysis Output 26, theuser of Computer System 12 can construct financial documents by using aWord Processing Program 34 to revise such documents as those in Specimen2 and Specimen 3 and the Stored Other Financial Document 37. Thesedocuments contain other terms and conditions and other particulars forthe separated purchase transaction of the components of the real estate,in accordance with the present invention.

D. Computer Screens and Logic For Another Embodiment

In another embodiment of the present invention, the Logic Means 30, inconjunction with the rest of System 12, is used in connection withfinancial transactions involving separate components of one or morepartnership interests in tax-exempt securities.

In this embodiment, Logic Means 30 partially automates the dividing ofthe partnership interest into respective, valued interests for theestate for years and the remainder interest. Computation of the valuesis based on fixed-income pricing techniques widely accepted byfixed-income investors.

In this other embodiment of the invention, the hardware, logic, andcomputer screens are as described above, with modifications to reflectthe different kind of property being divided. Reflecting thesemodifications, Data Form 52, of which Screen 1 of Specimen 2 is anexample, accepts inputs for a tax-exempt security with constant debtservice payments.

The user enters or edits a column of debt service payments (instead ofthe rents in the above-mentioned embodiment) until all payments havebeen entered.

Other Stored Model Financial Document 37 represents other financialdocumentation required to successfully place the securitized components.For each component, these include a securities document, e.g., one ormore of the following group: an organizational document for an entitysuch that a certificate evidencing an ownership or equity interest inthe entity is deemed a security for securities law purposes, a securityevidencing an ownership or equity interest in such an entity, and adisclosure document for securities law purposes, such as an offeringmemorandum, prospectus, or term sheet, which would normally include someor all of the following:

Security Description

Entity Description

Tax-Exempt Fixed-Income Security(ies) Held by Entity (Description)

Description of Borrower(s) Financial Assessments

Financial Analysis Based Upon Various Assumptions and Inputs

Presentation of Risk Characteristics

In this description, the term “securities law” can refer either toUnited States federal securities law alone or to all applicable UnitedStates federal, state and territorial securities law.

FIG. 5 represents the input and computational logic of this embodimentof Logic Means 30, which again is substantially as discussed in theabove-mentioned embodiment. The pricing logic for components isanalogous to the pricing of the estate for years in the case of tansibleproperty. However, unlike the application of this invention to tansibleproperty, every financial asset in the present embodiment—the originalasset together with all components—is treated as a fixed-income asset,and is valued via fixed-income technology.

Values can be expressed, and computations performed, in absolute termsof a currency unit such as dollars, or in relative terms such aspercentages of current value or original issue value of the tax-exemptsecurities in the partnership portfolio of interest. While all contractsultimately require values to be expressed in absolute terms, comparisonsof profitability are more easily made in relative terms. Specimen 2illustrates both modes of expression for System 12 input and output.

To simplify the language in what follows, the remaining discussion willrefer to “securities” in the singular only, i.e., “security;” however,it will be understood that the discussion applies both tosingle-security portfolios and multiple security portfolios held by thepartnership. Where possible, the discussion will simply refer to thesecurity as the “partnership portfolio.” Similarly, the term “investor,”when applied to the holders of estate for years and remaindercomponents, is intended to refer to both the singular and plural cases.

The logic of Input Data 124 receives a schedule of interest rates forAAA publicly traded general obligation municipal bonds of annualmaturities from one to thirty-five years. This serves as the analogue ofthe yield curve for the tax-exempt bond market, i.e., the basis forpricing all other tax-exempt securities, and this input is used by eachpricing calculation herein. Input Data 126 receives a schedule ofadditional interest investors expect for holding a type of tax-exemptportfolio held by a limited partnership. Block 136 roughly estimates aremaining average life of the partnership portfolio, selects thecorresponding AAA general obligation rate and risk premium, and addsthem to obtain the current yield required by the fixed-income market forthe partnership portfolio.

Input Data 132 receives the schedule of payments expected from thepartnership portfolio. This will usually be in the form of a filespecifying payment values and dates. However, in some cases an alternatedescription may be appropriate. For example, in the case of asingle-security portfolio with constant debt service, the specificationof principal value, frequency of payments, and amortization termconstitutes a description from which, together with the yield rate fromInput Data 134, a schedule of debt service payments may bereconstructed.

Using data received by Input Data Blocks 130 and 132, Block 142 extractsa schedule of remaining cash flows expected from the partnershipportfolio, and computes a present value by discounting the cash flows atthe rate received from Block 136. Based on this present value, animproved estimate of the average life of the portfolio is computed byBlock 140.

Block 136 uses this improved estimate iteratively to recompute thecurrent portfolio yield, and the recomputed portfolio yield is used byBlocks 142 and 140 to recompute the portfolio value and average life,respectively. As discussed earlier, average life is relativelyinsensitive to changes in the discount rate, so one or two iterations isalmost always sufficient to obtain consistent output values that willnot change with additional iterations.

This linked iteration is used four more times in the logic of LogicMeans 30: in the calculations of discount rate, and the price, and theaverage lives of the estate for years and the remainder. The otherexamples are virtually identical, and will not be discussed separately.

Box 146 receives a percentage of the partnership that will be separatedinto estate for years and remainder components, and Box 148 computes acomplementary value of the partnership that will not be separated intocomponents. It is possible that several partnership interests will beseparated into components, and that various estate for years componentswill have distinct terms; however, typically there will be only onepartnership interest that will be separated into components, and it willbe the entire limited partnership interest. Consequently, the “term” ofthe estate for years is clear because usually there is only one estatefor years. However, the invention is intended to include the moregeneral case of multiple component separations as well.

The choice of partnership percentage that will be separated intocomponents as an input is arbitrary, at least in the case in which onecomponent is separated into components. It is equally acceptable toinput the partnership percentage that will not be separated intocomponents, and to output the percentage of the partnership that will beseparated into components.

Block 148 receives the schedule of partnership cash flows that will bereceived after the date the components are separated and decomposes thecash flows into interest and repayment of principal portions, using theoriginal interest rate at which the security was issued (from Input Data134). These distinctions are important in valuing the componentsbecause, under current federal tax law, only the interest portion ofeach payment is automatically tax-exempt; the repayment of principalportion is sheltered from federal taxation only to the extent that costrecovery deductions generated by the security are available to thesecurity holder(s).

It will frequently be the case that the original tax-exempt interestrate received by Input Data 134 equals the current tax-exempt yield ratecomputed by Block 136. One natural way for this to occur is if thetax-exempt security in the partnership portfolio is created at the sametime as the estate for years and remainder components. In this case, theembodiment of the invention defined herein will generate documentationfor the tax-exempt security as well as documentation for the estate foryears and remainder components.

Block 152 multiplies the payment schedules for interest and repayment ofprincipal by the percentage of the partnership that will be separatedinto components to compute schedules for interest payments and repaymentof principal payments that will be split between the components.

The length of the estate for years term received by Input Data 150 isused by Blocks 154 and 156 to split the schedules of interest andrepayment of principal payments into schedules of payments that will bereceived by the estate for years is investor and the remainder investor,respectively.

Block 158 receives the schedule of risk premium values for a security ofthe type represented by the estate for years. The estate for years riskpremium schedule is related to the partnership portfolio risk premiumschedule, but may differ due to different investor perceptions of riskin the two types of investments. While credit risk for the estate foryears is the same as credit risk for the partnership portfolio,liquidity risk may be different. The liquidity risk will be increased ifthe estate for years is viewed as more difficult to sell prior tomaturity than the partnership portfolio, as will be the case before thisproduct is well-established in the fixed-income marketplace. But theliquidity risk will also lessen because the average life of the estatefor years is shorter than the average life of the partnership portfolio.The combined effect on liquidity risk as perceived by investors isdifficult to predict, and may have to be dealt with on a case-by-casebasis.

The estate for years risk premium may also contain a component due toperceived tax risk, i.e., the risk that not all of the predictedincremental tax benefits associated with the estate for years will bereceived by the estate for years investor. This risk may be substantialin some cases, and nonexistent in others. For example, if the estate foryears component carries insurance against loss of economic benefits dueto a change in the tax laws, the estate for years investor would not beexpected to demand additional return for tax risk, because this investoris not exposed to any risk of economic loss as a consequence of thisrisk dimension.

For marketing purposes, the estate for years component may disburse cashpayments according to a different schedule than the partnershipportfolio. For example, the partnership portfolio may receive paymentsmonthly, or at irregular intervals (e.g., if the portfolio containsseveral securities), whereas the estate for years makes disbursementssemiannually. Input Data 160 receives the frequency of estate for yearscash disbursements, and Input Data 162 receives the tax-exempt interestrate the general partner(s) guarantee to accrue on warehoused paymentsfrom the partnership portfolio, usually from a tax-exempt money marketfund.

Block 166 computes the cash payment schedule of the estate for yearscomponent. Each payment is computed by adding together the portion ofthe partnership portfolio disbursements warehoused for the estate foryears investor since the last disbursement, and adding to that theinterest accrued on the warehoused payments.

Block 164 computes the estate for years yield rate as in the case of thepartnership portfolio yield rate (cf. Block 136).

Block 174 computes the estate for years purchase price by discountingthe cash flows from Block 168. In general, this computation is aninteractive process. First, Block 170 discounts the aftertax estate foryears cash flows at the estate for years yield rate computed by Block164. This discounts all of the interest portions of the cash flows, butassumes that repayment of principal portions are reduced by tax paymentsbefore discounting, where tax payments are computed using the projectedtax rates from Input Data 162.

Next a schedule of estate for years amortization deductions is computedin Block 182, a present value of amortization deductions is computed byBlock 184, and an updated iterate for the estate for years purchaseprice is computed by summing the output of Blocks 170 and 184. Then theloop is repeated as shown in FIG. 5(B), until the computed value of theestate for years purchase price ceases to change significantly withadditional iterations.

The projected tax schedule of the estate for years purchaser receivedfrom Input Data 168 is essential to the valuation of amortization of taxdeductions in Block 184. If the estate for years purchaser were assumedto be a tax-exempt investor, the present value of the tax deductionswould be zero. This reveals an important point: as with conventionaltax-exempt securities, the estate for years component is worth more to ataxable investor than to a tax-exempt investor. Furthermore, as the taxbracket of the estate for years investor increases, so does the value ofthe estate for years component.

Typically, the projected tax rate schedule received from Input Data 168will consist of a single tax rate, and some implementations of LogicMeans 30 will make this simplification.

It is not always necessary to compute the value of the estate for yearscomponent iteratively. If the cash flows from the partnership portfolioare sufficiently regular, for example if debt service payments do notvary and are made at regular intervals (e.g., as is the case for asingle-security partnership portfolio with constant debt servicepayments, and possibly a balloon payment at maturity), then computationof the estate for years purchase price in Block 174 is made via ananalytic formula without Block 170 and without iterative computations.

The output of Block 174 shows the value of applying the innovation totax-exempt securities. The estate for years component generatesamortization deductions to shelter a portion of the cash flows receivedby the estate for years component from taxes. However, because thepartnership portfolio is tax-exempt, portions of the cash flowsattributed to interest are already tax-exempt. For cases in whichtax-exempt interest represents a sufficiently large part of estate foryears cash flow, estate for years amortization deductions will begreater than needed to shelter the repayment of principal portions ofestate for years cash flows from taxes. These excess amortizationdeductions can be used to reduce taxes on disbursements from (other)taxable investments, which implies that the estate for years value isgreater than the value of the estate for years cash flows alone.

The incremental value represented by excess amortization deductions iscomputed in Block 176, which subtracts the value of the tax-exemptestate for years cash flows computed in Block 172 from the estate foryears purchase price computed in Block 174. Block 176 reveals thebusiness/economic value created by the application of componentseparation to tax-exempt securities. This invention is not tied to anyparticular amortization or cost recovery schedule for the estate foryears, as long as the contribution of the present value of taxdeductions generated by the estate for years component enhances theestate for years value relative to its value as a schedule of tax-exemptcash flows.

Block 178 computes the implied yield on the estate for years componentbased on cash flow alone. This is an important safety check on thevalidity of the estate for years amortization deductions, because undercurrent tax law deductions are invalid if they create an asset withnegative or zero expected investment return. Because the estate foryears is a fixed-income asset, implied yield to maturity based on cashflow alone equals expected investment return. Thus the output of Block178 must be greater than zero for the prices computed by the inventionto be valid.

Block 180 computes the average life, half life, and duration of theestate for years using the full schedule of estate for years cash flowsplus projected tax savings. This output is used in the iterativecalculation of the estate for years yield rate as in the previousexamples of this process.

Computation of the remainder component price entails a complication notpresent in computing the estate for years price, due to the fact that isa zero-coupon security, i.e., due to the fact that no cash flow isgenerated during the estate for years term. Consequently, the tax basisof the remainder component will never be large enough to tax shelter allof the return of principal payments received by the remainder, so that aportion of the cash flows received by the remainder investor is subjectto federal taxation.

This implies that the remainder component can be valued in at least twoways: (1) as a tax-exempt security, on the basis of its aftertax cashflows; or (2) a conventional taxable security, valued on the basis ofits pretax cash flows. In case (1), the projected tax rate schedule ofthe purchaser affects the computation of the purchase price, whereas incase (2), the purchase price computation is independent of the taxbracket of the purchaser. Logic Means 30 computes the remainder value asa tax-exempt security in Block 198, and the remainder value as a taxablesecurity in Block 212. Logic Means 30 selects the larger value in Block214, and outputs a recommendation as to the appropriate marketingstrategy, i.e., whether to market the remainder as a tax-exemptfixed-income security or a taxable fixed-income security.

As a longer term zero-coupon investment, the regularity or irregularityof remainder cash flows has little to do with asset marketability.Because there is little to gain by rescheduling the remainder cash flowsvia cash flow warehousing, this degree of complexity is omitted from thestructure of the remainder component by the logic means.

Block 190 computes the yield rate for the remainder under the assumptionthat it is regarded as a tax-exempt security.

The computation of the remainder price in Block 198 proceeds iterativelyexactly as in the case of the estate for years, substituting Block 192for Block 170, Block 206 for Block 182, and Block 208 for Block 184.Also, again as with computation of the estate for years purchase price,the iterations can be avoided and replaced by an analytic formula forthe tax-exempt remainder purchase price if the remainder cash flows areassumed to be sufficiently regular.

The computation of the average life of a fixed-income security is basedon pretax cash flows and pretax interest rate. Block 196 computes theimplied pretax remainder interest rate. This value is identical to thetax-exempt yield rate computed by Block 190 if the tax rate schedulefrom Input Data 188 is zero, and in general the value computed by Block196 differs only slightly from the tax-exempt yield rate. The interestrate computed by Block 196 together with the pretax cash flows and thetax-exempt remainder purchase price from Block 198 are used to computethe tax-exempt average life for the remainder in Block 194.

Viewing the remainder as a taxable fixed-income security, thecorresponding computations become much simpler. Input Data 200 receivesthe conventional Treasury yield curve, and Input Data 202 thecorresponding (taxable) risk premium curve. Block 204 computes thetaxable remainder yield rate, and Block 212 computes the taxableremainder purchase as the present value of the pretax remainder cashflows discounted at the yield rate computed in Block 204. As in previouscases, Block 210 computes the average life, half life, and duration forthe taxable remainder, and the average life is fed back to Block 204 toiterate the computation of the taxable remainder yield rate.

Block 240 computes the sum of the estate for years and remainder prices.Block 242 computes a measure of profitability for the separationtransaction by computing the difference between: (1) the sum of theestate for years price, the remainder price, the value of theunseparated portion of the partnership interests, and any underwritingfees received in connection with the overall transaction, and (2) theprice of the tax-exempt fixed-income portfolio acquired by thepartnership.

An additional feature of component decomposition applied to tax-exemptfixed-income portfolios arises because of the zero-coupon nature of theremainder interest.

During the estate for years term, the remainder is a zero-couponsecurity, and the return earned on the remainder is tax-deferred for aremainder investor; taxes are only due when the estate for years termhas expired and the remainder investor begins to receive cash flows, orwhen the remainder is sold. Consequently, a tax-effective strategy for aphilanthropic remainder purchaser would be the following: hold theremainder during the estate for years term while it earns tax-deferredreturns, then make a charitable donation of the remainder when theestate for years term expires and take a charitable deduction enhancedby the increase in the remainder value. In addition, the remainderpurchaser receives the satisfaction of seeing a favorite charitablefoundation or institution receive a substantial fixed-income security asa gift.

Logic Means 30 computes values to describe and measure the valuegenerated by a remainder purchaser through a remainder donation. The keyvalue needed by the remainder purchaser is the projected value of theremainder at the time of the donation. This value is a fixed-incomepresent value computation analogous to the other present valuecomputations made by Logic Means 30 in this application.

Input Data 220 receives the projected date of a remainder donation.Frequently, though not necessarily, the projected donation date will benear the expiration of the estate for years term.

Input Data 215 receives the AAA g. o. curve projected for the date ofthe donation, and Input Data 216 receives the corresponding risk premiumcurve projected for that date. Block 218 selects the appropriate AAAbase rate and risk premium based on the average life of the remainder atthe projected time of the remainder donation, and sums these two ratesto obtain the projected discount rate needed to compute the projectedpresent value of the remainder at the time it is donated.

Block 224 computes the projected value of the remainder at the projecteddonation date; using this value, Block 222 computes the average life,half life, and duration for the remainder at the projected donationdate. Using the remainder purchase price computed earlier, Block 230computes the projected growth rate in the remainder value between theremainder purchase date and the remainder donation date.

Using a projected donor tax rate schedule received by Input Data 228,Block 228 computes the projected value of the donor tax saving generatedfor the remainder investor by the remainder donation.

Block 232 computes the rate of return for the remainder purchaser froman investment equal in value to the remainder purchase price on thecomponent separation date that generates a return equal in value to theprojected value of the donor tax saving at the remainder donation date.

Finally, under the additional assumption that the tax-exempt portfolioheld by the partnership is a financial obligation of the intendedrecipient of the remainder donation, Block 234 subtracts the remaindercash flows after the projected donation date from the tax-exemptportfolio cash flows and recomputes the cost of debt capital on thetax-exempt portfolio based on the remaining cash flows and the initialvalue of the tax-exempt portfolio. This is an additional piece offinancial information to aid the remainder purchaser in gauging theeffectiveness of a prospective remainder donation under the assumptionthat the intended donation recipient is the original issuer of thetax-exempt portfolio; in this case, Block 234 measures the reduction inthe cost of capital for the fixed-income debt obligations in thepartnership portfolio due to the cancellation of the portion of the debtrepresented by the remainder component.

E. Interrelated Computer Systems

That aspect of the invention illustrated with respect to FIG. 2, etc.,can function in cooperation with other computer systems respectively indifferent institutions involved in the decomposition. One or bothcomponent buyers preferably employ a digital electrical Computer System243, comprised of a processor in a computer, input means, output means,and logic means, such as preferably a computer program. Computer System243 in FIG. 6 is programmed to receive and store cash flow and taxdeduction schedules provided to the component buyer, or at least some ofthe Output 24 of System 2. This data can be communicated electronicallyor by manually entering the data from hard copy produced by System 2into Computer System 243 by a keyboard. The Computer System 243 isprogrammed to: (1) compute and/or recompute taxes, (2) complete and/orgenerate required annual and/or interim tax filing schedules, and/or (3)generate investment portfolio and income accounting reports required byregulatory agencies on a periodic basis from regulated institutionalinvestors. This can include generation of an accounting income andvaluation schedule to value an equity interest in a component and incometherefrom for accounting purposes between the purchase date of theequity interest and the end of the estate for years term or beyond,based on generally accepted accounting principles, and can includeinsertion of the income and valuation schedule or portions thereof ininvestment portfolio and income accounting reporting and documentation.Parameters for this programming are straightforward: the tax code andaccounting standards of the regulator(s).

More particularly, this can be characterized as providing a seconddigital electrical computer controlled by a processor, the processorbeing controlled by logic means for receiving and storing in memoryaccessible by the computer electrical signals representing cash flow andtax deduction schedules provided to a component buyer. The logic meansis also for manipulating the electrical signals representing cash flowand tax deduction schedules to produce altered electrical signalscorresponding to at least one of the group consisting of (1) computingthe tax, (2) generating a tax filing schedule, and (3) generatingdocumentation at an output means electrically connected to said secondcomputer.

Computer System 244 has hardware and logic means analogous to ComputerSystem 243, except that the computer system is programmed particularlyto examine a different tax and/or investment scenario than that used inthe decomposition conducted in accordance with System 2 for at least oneof the components, e.g., a tax scenario under a different interpretationof the tax code or a change in the tax code. Computer System 244 isprogrammed to generate a tax schedule from input data representing: (1)a breakdown of the cash payment schedule into schedules ofinterest/income payments and return of principal payments, (2) thesecurity purchase price, and—in the case of estate for yearssecurities—(3) the estate for years term. This input data includes atleast some of the output 24. The Computer System 244 in FIG. 6 can alsobe programmed to format the schedule of tax deductions for transmittalto other computer systems, and to store and transmit this schedule inexactly the same way that System 2 does.

Computer System 244 thus can be programmed to compute: (1) independentverification of the tax deduction schedules furnished to purchasers bysellers, and/or (2) a sensitivity analysis of the effect of futuremodifications in the tax code on the tax deduction schedule generated bythe security and/or the effect of these modifications on the presentvalue of the aftertax cash flows.

More particularly, the Computer System 244 can be characterized asproviding a second digital electrical computer controlled by third logicmeans controlling a second processor in manipulating other digitalelectrical signals representing next input data to the second computer,the next input data characterizing at least one of the at least twocomponents decomposed from the property, the manipulating by the secondprocessor including transforming the other digital electrical signalsinto other modified digital electrical signals representing a respectivevalue for the at least one of the two components, the respective valuebeing computed to reflect taxation for the components under a second taxand/or investment scenario. Additionally involved is providing secondinput means electrically connected to the second computer converting thenext input data into the other digital electrical signals, andcommunicating the corresponding other digital electrical signals to thesecond computer; and providing second output means electricallyconnected to the second computer for receiving the other modifieddigital electrical signals from the second computer, and converting theother modified digital electrical signals representing the respectivevalue into a printed document.

Computer System 244 usually computes output values, for example,component prices and expected returns for a specific set of inputparameter values at the time property decomposition into componentsoccurs. Computer System 244 can also be programmed to perform riskanalysis for the output parameters, e.g., by Monte Carlo analysis, forexample, for the expected remainder annual return.

More particularly, an example of a risk analysis input (e.g., in thecase of expected remainder annual return) is a probability distributionfor the expected property value at a future time (e.g., at the end ofthe estate for years term) and a set of values for the other inputparameters for the embodiment. Computer System 244 can be programmed togenerate random samples from the probability distribution for expectedfuture property value, and each random sample for the expected futureproperty value can be combined with the fixed values for the other inputparameters and processed to generate a set of output values, including avalue for expected annual remainder return. By generating repeatedrandom samples of the multiple future property value (e.g., normally atleast one thousand, and usually at least ten thousand), Computer System244 generates a probability distribution for the expected annualremainder return and can compute investment risk parameters for theexpected annual remainder return from the distribution, for example,standard deviation, skewness, and kurtosis.

In cases involving further decomposition of the remainder component intoa preferred interest and a residual interest, Computer System 244 alsogenerates a probability distribution for the expected annual residualreturn and can compute investment risk parameters for the expectedannual residual return from the distribution, for example, standarddeviation, skewness, and kurtosis.

For the case of support for a decision about a commitment to componentdecomposition significantly in advance of the expected date for thecomponent decomposition or in advance of the expected date for at leastone component purchase, Computer System 144 can compute the probabilitythat the decomposition of property into components and the at least onecomponent purchase will become uneconomical due to changes in the valuesof input parameters between the date of the analysis and the expecteddate of component separation.

More particularly, in this case, an example of an additional input for aComputer System 244 risk analysis is a probability distribution for atleast one input parameter, for example, a multivariate probabilitydistribution for the following group of input parameters: the yieldcurve, the risk premium curve for the estate for years component, therisk premium curve for the preferred interest (in cases wherein there isor will be a preferred interest), and the future property value thatwill be expected at the time of component decomposition. An example ofan additional input value for Computer System 244 in this case is atleast one of the following: a value for the minimum required annualreturn for remainder interest investor(s), a value for the minimumrequired annual return for residual interest investor(s), and a valuefor the minimum required annual return for estate for years interestinvestor(s). Computer System 244 generates a multivariate distributionfor the output parameters, from which it can compute a risk analysis ofthe financial success or failure of the transaction. For example,Computer System can compute at least one of the values for the followingrisk parameters: the probability that the sum of the estate for yearspurchase price and the remainder interest purchase price will not besufficient to cover the sale price of the property together withassociated expenses such as real estate brokerage commissions and thecost of component decomposition, the expected magnitude of the deficit,the expected magnitude of the deficit given that a deficit does occur,and the below-target semivariance of the deficit.

Computer System 246 is again structurally analogous to that of ComputerSystem 243, with the digital electrical computer being controlled in itssignal processing by a processor, etc. However, Computer System 246 canbe used by an insurance company, for example, in computing premiums forwriting insurance against the savings that accrue to the componentpurchaser from tax deductions generated by the component. Computinginsurance premiums for a given event is a well explored discipline,though in the present case, it would reflect sensitivity analyses of theeffect of tax code modifications too. Thus, the invention discussed withrespect to FIG. 2 can be employed in combination with software fordetermining insurance premiums. Because tax deductions are default free,there is no credit risk associated with these deductions that might bereduced by insurance. However, insurance can be written againstlegislative risk that results from potential (future) changes in the taxlaw, such as: (1) changes in tax brackets and rates that inverselyaffect the value of tax deductions generated by the security, and (2)modifications of tax code regulations regarding availability and/orscheduling of tax deductions.

More particularly, Computer System 246 can be characterized as providinga second digital electrical computer controlled by third logic meanscontrolling a second processor in manipulating other digital electricalsignals representing next input data to the second computer, the nextinput data characterizing at least one of the two components decomposedfrom the property, the manipulating by the second processor includingtransforming the other digital electrical signals into other modifieddigital electrical signals representing a respective value under asecond tax scenario for the at least one of the two components, themanipulating by the second processor also including transforming theother digital electrical signals into still other modified digitalelectrical signals representing an insurance premium for insuranceagainst the second tax scenario. Additionally involved is providingsecond input means electrically connected to the second computerconverting the next input data into the other digital electricalsignals, and communicating the corresponding other digital electricalsignals to the second computer; and providing second output meanselectrically connected to the second computer for receiving the stillother modified digital electrical signals from the second computer, andconverting the still other modified digital electrical signalsrepresenting the insurance premium into a printed document.

Computer System 246 can also be used by an insurance company incomputing premiums for writing insurance against an economic risk in acomponent. For the case of an estate for years component, this caninclude insurance to protect the estate for years holder against anyproperty-related risk that might otherwise be assumed by purchase of theestate for years component in cases wherein the existing leases are notbondable net. Insurance for the estate for years component can alsoinclude credit enhancement insurance to raise the credit rating of theestate for years component to investment grade in cases wherein one ormore existing lessees for the property have below-investment-gradecredit ratings. For the case of a remainder component, this can includeresidual value insurance, which sets a minimum target valuation for theproperty and insures the remainder interest holder against the risk thatthe property value will be below the target valuation when the remainderinterest matures into ownership of the property.

In the case of residual value insurance for remainders, such policieshave been discussed in recent years for conventional real estateownership. However, in this case they suffer from the defect that theinsurer has a subordinate claim on the real estate to any mortgagelender. Thus the insurer can suffer huge losses if tenants default andthe mortgage lender forecloses because of temporary cash flowdeficiencies, events which have nothing to do with the underlyingeconomics of the real estate. By contrast, residual value insurance onthe remainder provides the insurer with an unsubordinated claim on thereal estate. This is the rationale for the innovation of residual valueinsurance for remainders.

Computer System 248 in FIG. 6 is again structurally analogous to that ofComputer System 244, except it is programmed, to: (1) receivemarket-based interest rate inputs, (2) compute the current market-basedyield/discount rate for the component, (3) determine the currentmarket/based price of the component by computing the sum of the presentvalues of expected aftertax future cash flows and future purchaser taxsavings from tax deductions generated by the component.

Computer System 248 is adapted to provide analytic support forpurchasers who might need to sell or resell the component security atsome time prior to the maturity date of the security. Thus, making useof logic such as that in FIG. 2, Computer System 248 is programmed toprice the security for resale and to compute the schedule of taxdeductions generated by the security for the subsequent owner if aresale effort is successful.

More particularly, Computer System 248 can be characterized as providinga second digital electrical computer controlled by third logic meanscontrolling a second processor in manipulating other digital electricalsignals representing next input data to the second computer, the nextinput data characterizing at least one of the two components decomposedfrom the property, the manipulating by the second processor includingtransforming the other digital electrical signals into other modifieddigital electrical signals representing a respective value under a taxscenario for the at least one of the two components, the manipulating bythe second processor also including computing current market-basedyield/discount rate for the at least one component, and determining amarket/based price of the at least one component by computing a sum ofpresent values of expected aftertax future cash flows and futurepurchaser tax savings from tax deductions generated by the at least onecomponent. Additionally involved is providing second input meanselectrically connected to the second computer converting the next inputdata into the other digital electrical signals, and communicating thecorresponding other digital electrical signals to the second computer;and providing second output means electrically connected to the secondcomputer for receiving the other modified digital electrical signalsfrom the second computer, and converting the other modified digitalelectrical signals into an illustration of data corresponding to theother modified electrical signals.

As with any of the above-referenced computer systems and methods formaking or using them, the invention extends to any kind of property,including a portfolio of at least one tax-exempt fixed income security.Further, the tax may be computed in different ways, including with anaccelerated deduction for at least one of the components, as well astaxation under different interpretations of the existing tax code, orunder a changed tax code altogether, without at all departing from thespirit of the invention of the computer system and methods related toelectrical signal processing.

VI. CONCLUSION

While a particular embodiment of the present invention has beendisclosed, it is to be understood that various different modificationsare possible and are within the true spirit of the invention, the scopeof which is to be determined with reference to the claims set forthbelow. Of course, the invention can be carried out by using multiplecomputers or by using the same computer to handle operationssequentially, as would be equivalent under the circumstances—softwareembodiments being equivalent to hardwired embodiments, as is well knownin the art. There is no intention, therefore, to limit the invention tothe exact disclosure presented herein as a teaching of one embodiment ofthe invention.

SPECIMEN 1 SCREEN 1 ESTATE FOR YEARS/REMAINDER INPUT PARAMETERS PROPERTYVALUATION: $28,000,000 TREASURY BOND YIELD BASIS: 5.40% (AVERAGE LIFE =5.66) RENTAL INCOME RISK PREMIUM: 1.50% ESTATE FOR YEARS TAX RATE:40.00% COMPONENT SEPARATION COSTS/FEES: $800,000 RENTABLE SQUAREFOOTAGE: 280,940 ZERO-COUPON RISK-FREE RATE: 10.00% WRAP INSURANCE COST:3.00% FUTURE REMAINDER VALUE: 100.00% INITIAL ANNUAL RENT: $3,080,000TERM (MONTHS): 60 SECOND ANNUAL RENT: $3,388,000 TERM (MONTHS): 60 THIRDANNUAL RENT: $0 TERM (MONTHS): 0 FOURTH ANNUAL RENT: $0 TERM (MONTHS): 0FIFTH ANNUAL RENT: $0 TERM (MONTHS): 0 SIXTH ANNUAL RENT: $0 TERM(MONTHS): 0 SEVENTH ANNUAL RENT: $0 TERM (MONTHS): 0 EIGHTH ANNUAL RENT:$0 TERM (MONTHS): 0 NINTH ANNUAL RENT: $0 TERM (MONTHS): 0 TENTH ANNUALRENT: $0 TERM (MONTHS): 0 SCREEN 2 ESTATE FOR YEARS/REMAINDER OUTPUTPARAMETERS ESTATE FOR YEARS PURCHASE PRICE: $22,560,530 ESTATE FOR YEARSTERM (MONTHS): 120 ESTATE FOR YEARS YIELD RATE: 6.90% AFTERTAX BONDYIELD RATE: 4.14% AFTERTAX ESTATE FOR YEARS YIELD: 4.34% PRETAX BONDEQUIVALENT 7.23% ESTATE FOR YEARS YIELD: BOND EQUIVALENT ESTATE FORYEARS $22,772,597 VALUE: INITIAL RENT/SQUARE FOOT: $10.96 REMAINDERPURCHASE PRICE: $6,239,470 GROSS PROPERTY SALE PRICE: $28,800.000 ANNUALREMAINDER RETURN: 16.20% REMAINDER PRICE/SQUARE FOOT: $22.21 REMAINDERPRICE/SQ. FT. AT $57.61 ESTATE FOR YEARS MATURITY: CURRENT PRICE/SQ. FT.$99.67 NET TO SELLER: INITIAL CAP RATE = 11.00% SCREEN 3 ADDITIONALOUTPUT PARAMETERS PRESENT VALUE OF ENHANCEMENT: 15.93% PV OFENHANCEMENT: $4,460,877 (DOLLARS) SCREEN 4 ADDITIONAL INPUT PARAMETERSINSURED MINIMUM PROPERTY VALUE: 50.00% RESIDUAL VALUE INSURANCE PREMIUMFEE: $1,000,000 ADDITIONAL ASSOCIATED FEES: $100,000 TREASURY BOND YIELDBASIS: 6.00% INSURER CREDIT RISK PREMIUM: 1.50% LIQUIDATION/REFINANCINGFEES: 1.00% EXTRA MONTHS TO RETIRE PREFERRED: 0 ADDITIONAL OUTPUTPARAMETERS PREFERRED INTEREST ANNUAL RETURN: 7.50% PREFERRED INTERESTPURCHASE PRICE: $6,792,715 RESIDUAL INTEREST PURCHASE PRICE: $546,755RESIDUAL INTEREST ANNUAL RETURN: 38.02% REMAINDER-TO-RESIDUAL RATIO:11.41 RESIDUAL LEVERAGE RATIO: 5.59 INSURED VALUE/SQUARE FOOT: $49.83SPECIMEN 2 SCREEN 1 ESTATE FOR YEARS/REMAINDER INPUT PARAMETERSTAX-EXEMPT AAA G.O. BOND BASE: 5.90% (AVERAGE LIFE = 8.81) ORIGINALSECURITY RISK PREMIUM: 1.00% AAA G.O. ESTATE FOR YEARS BASE: 5.70%(AVERAGE LIFE = 5.66) ESTATE FOR YEARS RISK PREMIUM: 1.10% AAA G.O.REMAINDER BASE: 6.00% (AVERAGE LIFE = 12.72) REMAINDER RISK PREMIUM:1.00% TREASURY (TAXABLE) REMAINDER BASE: 8.00% (AVERAGE LIFE = 12.73)REMAINDER (TAXABLE) RISK PREMIUM: 1.00% ESTATE FOR YEARS TAX RATE:40.00% REMAINDER INTEREST TAX RATE: 40.00% ESTATE FOR YEARS TERM(YEARS): 10.00 ORIGINAL SECURITY TERM (YEARS): 15.00 AMORTIZATION TERM(YEARS): 15.00 ESTATE FOR YEARS GIC RATE: 4.00% GENERAL PARTNER SHARE:1.00% UNDERWRITER FEE: 0.00% SCREEN 2 ESTATE FOR YEARS/REMAINDER OUTPUTPARAMETERS ORIGINAL SECURITY ANNUALIZED YIELD: 6.90% ESTATE FOR YEARSCASH-ON-CASH YIELD: 4.21% (CASH FLOW AV LIFE = 5.60) ESTATE FOR YEARSYIELD: 6.80% REMAINDER YIELD AS TAX-EXEMPT: 7.00% (PRETAX YIELD = 8.66%)REMAINDER YIELD AS TAXABLE BOND: 9.00% ORIGINAL SECURITY DEBT SERVICE:10.72% THE REMAINDER VALUE IS HIGHER IF IT IS MARKETED AS A TAX-EXEMPTBOND. ESTATE FOR YEARS PRICE: 86.59% REMAINDER PRICE AS TAX-EXEMPT:18.12% REMAINDER PRICE AS TAXABLE BOND: 17.38% SUM OF COMPONENT PRICES:104.71% PROFIT (INCL. G.P. SHARE + FEE): 5.71% SCREEN 3 TRANSACTIONDOLLAR AMOUNTS PRINCIPAL VALUE = $50,000,000 ANNUAL DEBT SERVICE =$5,359,481 ESTATE FOR YEARS PURCHASE PRICE = $43,297,056 REMAINDERPURCHASE PRICE = $9,060,219 SCREEN 4 REMAINDER DONATION ANALYSIS INPUTPARAMETERS PROJECTED AAA G.O. REMAINDER BASE 5.75% AT ESTATE FOR YEARSMATURITY: (AVERAGE LIFE = 2.68) REMAINDER RISK PREMIUM AT MATURITY:1.00% REMAINDER DONOR TAX RATE: 40.00% ADDITIONAL COST TO BORROWER:0.00% OUTPUT PARAMETERS PROJECTED REMAINDER YIELD AT 6.75% ESTATE FORYEARS MATURITY: PROJECTED REMAINDER VALUE AT 44.93% ESTATE FOR YEARSMATURITY: PROJECTED DONOR TAX SAVING 17.97% AT ESTATE FOR YEARSMATURITY: PROJECTED DONOR GIFT GROWTH RATE 9.50% THROUGH ESTATE FORYEARS TERM: PROJECTED AFTERTAX DONOR ANNUAL −0.08% RETURN: IMPLIEDDONATION RECIPIENT COST OF 1.48% BORROWED CAPITAL: PROJECTED $$ DONORTAX DEDUCTION AT ESTATE FOR YEARS MATURITY = $22,463,386 PROJECTED $$DONOR TAX SAVING = $8,985,354

SPECIMEN 3 SUMMARY OF TERMS THE ESTATE FOR YEARS COMPONENT SECURITY ForReal Estate to Be Occupied by Anonymous Mortgage Company at TypicalIndustrial Park Anytown, Ill.

DESCRIPTION OF SECURITY:

The security, henceforth known as the “Security,” is the sole beneficialinterest in a grantor trust that will be established to hold the deed toan estate for years in the land and improvements described in Exhibit A,henceforth known as the “Premises.” The estate for years will be createdas part of a transaction in which fee simple ownership of the Premiseswill change hands, the estate for years to be acquired by the trust andthe remainder interest to be acquired by a legally separate entity.

The Premises have been fully (100%) pre-leased on a triple-net basis toa single tenant for an initial term of approximately ten years. Thelease is uncancellable during the initial term except as describedbelow. The Security entitles the holder to receive Base Rent from thelease on the Premises during the initial lease term, and to re-lease thePremises subject to specified restrictions in the event of prematurelease cancellation.

The Security has similar investment characteristics to an asset-backedbond: a debt-like obligation with the right to legal recourse to compelTenant performance absent Tenant bankruptcy; and in Tenant bankruptcy, asenior claim to repossess the asset (term occupancy of the Premises)that secures the debt-like obligation if the Tenant repudiates theobligation. The general rental agreement formalizes financialrestrictions, offering sufficient security for classification of theSecurity as a fixed-income investment for regulatory purposes.

DESCRIPTION OF SECURITY TERM:

Expiration of the estate for years term will coincide with expiration ofthe initial lease term. The period from acquisition of the estate foryears by the grantor trust to expiration of the initial lease term willhenceforth be known as the “Term.”

Covenants in the estate for years deed and the remainder interest deedwill provide for claims of the estate for years beneficiary incurredduring the Term to survive the Term expiration. The grantor trustindenture will provide for continuation of the trust until all suchclaims are resolved.

DESCRIPTION OF SECURITY LEASE:

The Tenant is Anonymous Mortgage Company, a wholly-owned affiliate ofAnonymous Conglomerate Corporation. The lease is tentatively scheduledto begin on Oct. 15, 1992, and will expire on the last day of thecalendar month that contains the tenth anniversary of the CommencementEve Date, where the Commencement Eve Date is the day immediately priorto the commencement of the lease term.

DESCRIPTION OF SECURITY CASH FLOWS:

Security cash flows consist of Base Rent from the Anonymous Mortgagelease. Annual Base Rent is determined by multiplying the annual baserent per square foot by the building net square footage. Initial annualBase Rent per square foot is $11.00. The preliminary estimate of netsquare footage is 100,000 feet, implying an estimated initial AnnualBase rent of $1,100,000.

The building net square footage, and hence the initial net rent, will befinalized for the Term as described in Lease Section 3.02 within tendays of the Lease Commencement date.

Annual Base Rent per square foot in subsequent lease years is determinedby increasing the base rent per square foot in the preceding year bythree percent (3%) and rounding the resulting value off to the nearestcent ($0.01).

Base Rent is due in equal monthly installments at the beginning of eachmonth.

Prepayment:

Security cash flows cannot be reduced by prepayment.

Tax Shields:

From a legal perspective the Security is an income-producing asset, sotax treatment of Security cash flows differs from tax treatment of cashflows generated by debt securities.

Tax deductions generated by the Security arise from amortization of awasting asset purchase price rather than from the separation of cashflows into taxable and tax-exempt (i.e. interest and principal)components. Since Security deductions are generated by assetcharacteristics rather than by cash flow receipts, Security taxdeductions are independent of cash flows. Consequently, whereas thecredit risk of Security cash flows is determined by the credit risk ofAnonymous Mortgage, Security tax deductions are default free.

The Security holder is entitled to an annual amortization deduction onthe estate for years. The annual deduction is computed by multiplyingthe Security tax basis by the following ratio: the number of days duringthe tax year that the grantor trust held the estate for years divided bythe number of days remaining in the estate for years on the first day ofthe tax year that the grantor trust held title.

Amortization deductions are classified for tax reporting purposes aspassive deductions, and are subject to the restrictions of the InternalRevenue Code on the use of such deductions to offset taxes on income.These restrictions vary with the tax status and classification of thebeneficiary.

DEFINITION OF DEFAULT:

Any of the following events constitutes a default under the Securitylease: failure by Tenant to pay monthly Rent when due, together withfailure to pay within ten (10) days after Landlord serves Tenant withwritten notice of past due Rent; failure by Tenant to perform or observeany other provision of the lease, provided that such failure continuesfor more than ten (10) days after Landlord gives Tenant written noticeof such failure or, if the failure cannot be corrected within the ten(10) day period, provided that Tenant does not commence to correct thefailure within the ten (10) day period and thereafter pursue thecorrection through to completion within a reasonable time, and in anycase prior to such time as failure to complete the correction couldresult in violation of any law, rule, or ordinance; failure by Tenant topay monthly Rent on time more than three (3) times during any twelve(12) month period, or failure by Tenant to perform or observe any otherprovision of the lease more than three (3) times during any twelve (12)month period; performance by Tenant of any act that results in thecreation of a lien upon the Premises and fails to discharge the lien orpost bond for the lien with Landlord as required by Lease Article XX;any attempt by Tenant to make an unpermitted assignment or sublease;failure by Tenant to maintain in force all insurance policies requiredby the lease, and such failure continues for more than ten (10) daysafter Landlord gives Tenant written notice of such failure; the filingof a petition against Tenant or any guarantor of the lease under anysection of the Bankruptcy Code (and in the case of an involuntaryproceeding, the filing is not permanently discharged or vacated withinsixty (60) days); if Tenant or any guarantor of the lease becomesinsolvent or makes a transfer in fraud of creditors or makes anassignment for the benefit of creditors; a court-authorized appointmentof a receiver, custodian, or trustee for substantially all Tenant assetsor all assets of or any guarantor of the lease is made and notsubsequently vacated within sixty (60) days of the initial appointmentdate; the cumulative transfer of more than 50% interest in AnonymousMortgage that results in Anonymous retaining less than a 50% interestAnonymous Mortgage.

DEFAULT RECOURSE:

Security Lease Provisions:

In event of default, Landlord has the right to enter and take possessionof the Premises and if Landlord elects, at Tenant's expense release thePremises and/or repair any damage for which Tenant is responsible. Inthe event that Landlord relets the Premises: Tenant is liable for allcosts associated with the default and with recovery of the Premises; allaccumulated Rent up to the time the Anonymous Mortgage lease isterminated; costs associated with preparing the Premises for newtenants; and any deficiency between the present value of rent payable bynew tenants over the remaining Term and the present value of AnonymousMortgage rent contracted in the current lease. The deficiency betweenthe present value of total rent payable by the new tenant(s) andcontracted total rent in the Anonymous Mortgage lease can be calculatedeither: before the new lease(s) are signed, on the basis of expectedmarket rent; after the new lease(s) are signed, on the basis of actualrent specified in the new lease(s).

Letter of Credit:

For the duration of the lease Anonymous or a successorAnonymous-affiliated parent of Anonymous Mortgage agrees to provide aone-time two million dollar ($2,000,000) irrevocable letter of creditwithin two (2) business days of receipt of written notification fromLandlord of any one of the following events: Tenant default under thelease that remains uncured for twenty (20) days after writtennotification to Anonymous Real Estate and which, in the case ofnonmonetary default, Tenant has not commenced or has not diligentlypursued to cure; a decline in Tenant net worth, as calculated annually,of either more than five percent (5%) of total Tenant assets or belowtwenty-five million dollars, which continues without correction for ten(10) business days after the determination of the decline. The letter ofcredit must be issued by a nationally recognized institution withsufficient funds available to fund such a credit instrument at the timeof issuance.

In the event that Anonymous Real Estate or its successorAnonymous-affiliated parent fails to provide the agreed-upon letter ofcredit as required, Anonymous agrees to provide the letter of creditwithin ten (10) business days of written notification from Landlord ofnonperformance of the first-specified provider.

In event of Tenant default(s), Landlord can draw cumulatively againstthe credit line provided by the letter up to the lesser of the defaultamount and the remaining balance of the credit line. If Tenant defaultresults in lease termination, the entire remaining balance on the letterof credit will be available immediately to the Landlord.

In event of a Tenant default resulting in lease termination prior to theend of the Term, then effective as of the termination date, the amountdeemed due and owing to Landlord pursuant to the Letter of Creditagreement shall be the amount due and owing to Landlord pursuant to thelease remedies provisions.

In event that the scheduled letter of credit expiration date is earlierthan the end of the Term, Landlord is entitled to draw upon the fulloutstanding balance of the credit line unless the letter is renewed atleast thirty (30) days prior to scheduled expiration for an amount equalto the remaining outstanding balance.

INTERRUPTION OF CASH FLOWS:

Condemnation:

If the entire Premises is acquired or condemned by eminent domain, thelease terminates as of the date the condemning authority takespossession, and total Rent due is adjusted to that date.

If partial condemnation results in the loss by Landlord of at least fivepercent (5%) of the Building or ten percent (10%) of parking for theBuilding, then Tenant may elect to terminate the lease within thirty(30) days of final determination of the extent of the loss, terminationto occur as of the date the condemning authority takes possession, andtotal Rent due is adjusted to that date.

If Tenant has the option to terminate the lease but fails to exercisethe option, then Landlord shall promptly restore the remaining Premisesto a condition comparable to its condition immediately prior tocondemnation and the lease shall continue as prior to the condemnation,except that after the effective date of condemnation the Rent shall bereduced as reasonably determined by Landlord if such reduction isreasonably warranted. Tenant waives any right or claim to any part of acompensatory award from the condemning authority to Landlord, and waivesany claim against Landlord due to the condemnation.

In any action of eminent domain involving the Premises, the grantortrust and the remainder interest holder make separate compensationclaims against the condemning authority. The estate for years deed andthe remainder interest deed will disallow condemnation claims of thedeed holders against each other.

Damage and Destruction:

The Security holder shall carry rent business interruption insuranceapplicable to the Premises sufficient to cover Base Rent payments plusall related taxes and operating expenses for a period of 300 days. Thecost of business interruption insurance will be reimbursed by theTenant, including all related appraisal and consulting fees.

If the Building or any portion thereof is damaged or destroyed to suchan extent that it cannot be repaired within two hundred seventy days ofthe event, then the Tenant has the right to terminate the lease bygiving the Landlord written notice within the later of (i) thirty (30)days after the event or (ii) five (5) business days after determinationthat the damage or destruction cannot be repaired within 270 days. TheLandlord would continue to receive Base Rent for the period covered bybusiness interruption insurance, and would have the right to relet thePremises after restoration for the remainder of the Term.

In event of destruction or damage to the Building which does not resultin lease termination but which renders the Building wholly or partiallyuntenantable, Base Rent shall be abated in proportion to the area sorendered until restoration is completed. However, the Landlord wouldcontinue to receive the abated portion of Base Rent plus operatingexpenses while restoration is under way due to business interruptioninsurance, unless restoration took longer than 300 days.

If the Building or any portion thereof is destroyed by fire or othercause during the last two (2) years of the lease term, then Tenant shallhave the right to terminate the lease by giving written notice to theLandlord within sixty (60) days of the destruction. In this case, theLandlord would continue to receive Base Rent plus taxes and operatingexpenses from business interruption insurance for 300 days.

PRESERVATION OF ASSET THAT SECURES CASH FLOWS:

Grantor Trust:

The grantor trust indenture will charge the trustee with preventing theSecurity holder from imposing any lien whatsoever on the Premises, withremoving any liens imposed by other entities that the Security holderdoes not promptly seek to remove by all legal means available, andotherwise with passing tenant rent through to the Security holder.Otherwise, ultimate responsibility for Landlord decisions concerningproperty management, maintenance, insurance and taxes will remain withthe Security holder during the Term, although under the AnonymousMortgage lease the Tenant will assume full responsibility forperformance in these areas as prescribed in the lease, together withresponsibility for direct payment of all costs associated withperformance. The trust indenture assigns the Security holder the generalresponsibilities accorded financial fiduciaries, reserving otherspecified services to the trustee as appropriate.

During the final Term year, the Security holder and Anonymous Mortgageare responsible only for management and maintenance costs incurred priorto Term expiration, and only for a pro rata share of tax and insuranceexpenses based on the ratio of the number of days during the year thatfall within the estate for years to the total number of days in theyear.

Management and Maintenance:

Anonymous Mortgage assumes full and sole responsibility for thecondition, operation, repair, replacement, management and maintenance ofthe Premises and all improvements thereon. At its own expense, AnonymousMortgage Company will keep the Premises both clean and in good order andoperating condition, and make all necessary repairs (both structural andnonstructural, interior and exterior, ordinary and extraordinary,foreseen and unforeseen, of every nature, kind and description,including parking areas, driveways, sidewalks, landscaping androadways).

Anonymous Mortgage will maintain, at its own expense, service contractssatisfactory to the Landlord for the following: (i) maintenance for HVACsystems, roof, elevators, landscaping and irrigation, and the parkinglot; (ii) fire alarm service; (iii) janitorial service; (iv) securityservice; (v) snow removal; (vi) exterior window cleaning at least four(4) times per calendar year.

If, after expiration of the sixth (6th) year of the lease term, anycapital repairs are required, and such repairs are not required due to(i) the failure of the tenant to perform routine maintenance required bythe lease, (ii) tenant negligence, (iii) unusual or excessive tenant useof any system or portion of the Premises, or (iv) any tenant act whichvoids a warranty that otherwise would reimburse repair costs, thentenant is only required to pay a fraction of the repair cost based onthe ratio of the remaining lease term (including exercised options forextension) to the remaining useful life of the item repaired.

Anonymous Mortgage will not make any alterations to the Premises withoutfirst obtaining written Landlord consent, which consent shall not bewithheld or delayed unreasonably. Landlord may refuse permission for anyalterations that are likely to weaken the structure of the Building,which are likely to damage or disrupt the HVAC systems or other majorBuilding systems, or which are visible from the exterior of theBuilding. All alterations shall be made at Tenant's sole expense, eitherby Tenants contractors approved in advance by Landlord or, at Tenant'soption, by Landlord on terms reasonable to Tenant, including a fifteenpercent (15%) supervisory fee in addition to the net cost of thematerials and labor.

Notwithstanding the above, Anonymous Mortgage will pay, in addition toBase Rent, a management fee of one and eight tenths percent (1.8%) ofthe Base rent for administering the lease and as reimbursement ofLandlord expenses for the costs of semiannual maintenance review andother management overhead.

Taxes:

Anonymous Mortgage is responsible for direct payment of all real andpersonal property-related taxes (except income taxes) as specified inLease Section 5.01. Tenant will provide Landlord with evidence in theform of official receipts or other acceptable proof that completepayment has been made within thirty (30) days of each assessment duedate.

Anonymous Mortgage has the right at its sole expense to contest thevalidity or amount of any tax, but will first pay the tax under protest.

For taxes and assessments related to the calendar year during which theTerm expires, the Security holder is responsible for a pro rata share oftaxes and assessments based on the ratio of the number of days duringthe year that fall within the Term to the total number of days in theyear, and the remainder interest holder is responsible for the remainingportion of taxes and assessments. If the lease has not been extended,Anonymous Mortgage is responsible for the portion of taxes attributableto the Security. If the lease has been extended, Anonymous Mortgage isresponsible for all property taxes incurred during the calendar year.

Insurance and Indemnification:

Tenant shall obtain and maintain various insurance policies related tothe Premises and activities therein. All expenses in connection withTenant policies shall be the sole responsibility of the Tenant.

Tenant policies shall include the following: All Risk insurancesufficient to cover the replacement cost of Tenant personal property,Building improvements and alterations; business interruption insurance;comprehensive general public liability insurance with limits of not lessthan $5,000,000 per occurrence; automobile liability insurance of atleast $300,000; Worker's Compensation and Employer's Liabilityinsurance; Tenants All Risk Legal Liability insurance for thereplacement cost of the Premises.

Except for events due to Landlord negligence or willful misconduct,Tenant waives all claims against Landlord and agrees to indemnify andhold Landlord harmless for damage to any property, or injury to or deathof any person, on or about the Premises. This includes injury or damageto persons or property resulting from fire, explosion, falling plaster,steam, gas, electricity, water, rain, flood, snow, dampness, or leaksfrom pipes, appliances, plumbing works, roof, floor or ceilingsubsurfaces or from the street.

Utilities:

During the Term, Anonymous Mortgage is responsible for all deposits andfees in connection with obtaining and maintaining necessary utilityservices for the Premises, including but not limited to the following:water, sewage, heat, gas, light, garbage, electricity, telephone, steamand power.

Tenant-Incurred Liens:

Anonymous Mortgage warrants to keep the Premises free from any liensarising from any work performed, materials furnished, or obligationsincurred by or on behalf of Anonymous Mortgage. If any such lien isattached and not promptly discharged as prescribed in Lease Section10.01, Landlord has the right to pay the full amount of the lien withoutinquiry into its validity, and to bill Tenant as Additional Rent for allexpenses connected with the lien removal, including interest andattorneys' fees.

Hazardous Materials and Indemnification:

Tenant is restricted to use of the Premises for executive, sales andadministrative purposes. For the restrictions on use and/or handling ofhazardous and toxic material, see Lease Article XXV.

Tenant shall indemnify, defend and hold Landlord, its beneficiaries, anymanaging agents and leasing agents of the Premises, and their respectiveagents, partners, officers, directors and employees harmless from alldamages, costs, losses, expenses (including, but not limited to, actualattorney's fees and engineering fees) arising from or attributable toany breach by Tenant or any of its warranties, representations orcovenants in Lease Article XXV. Tenant's obligations hereunder shallsurvive termination of this lease.

Remainder Interest Liens:

During the Term the remainder interest will be held in a grantor trust.Among the primary responsibilities of the remainder interest trusteewill be to prevent any liens whatsoever from being attached to theremainder interest fee.

TENANT FINANCIAL REPORTS:

During each year of the Term, on no later than March 1, AnonymousMortgage shall provide Landlord with a net worth report as of December31 of the prior calendar year and the preceding year. The report shallbe certified by a nationally recognized accounting firm.

At any time during the Term, up to once per fiscal year, Tenant will,upon ten days prior notice from Trustee A, provide the Trustee with acurrent financial statement and financial statements for the two (2)preceding fiscal years. The statements will be prepared in accordancewith Generally Accepted Accounting Principles.

SPECIMEN 4 SUMMARY OF TERMS THE REMAINDER EQUITY COMPONENT SECURITY ForReal Estate to Be Occupied by Anonymous Mortgage Company at TypicalIndustrial Park Anytown, Ill.

DESCRIPTION OF SECURITY:

The security, henceforth known as the “Security,” is the sole beneficialinterest in a land or grantor trust, as will be determined, that will beestablished to hold the deed to the remainder interest in the land andimprovements described in Exhibit A, henceforth known as the “Premises.”The remainder interest will be created as part of a transaction in whichfee simple ownership of the Premises changes hands and is separated intoan estate for years and a remainder interest. The remainder interestwill be acquired by the Trust and the estate for years will be acquiredby a legally separate trust. The trust indenture will assign theSecurity holder the general responsibilities accorded financialfiduciaries, reserving other specified services to the trustee asappropriate.

The holder of the estate for years will have the right to all rent paidby tenants for occupancy of the Premises during the estate for yearsterm. Covenants in the estate for years deed and the remainder interestdeed will provide for claims by the estate for years holder againsttenants incurred during the estate for years term to survive expirationof the estate for years term. All other rights of property ownershipafter expiration of the estate for years term belong to the Securityholder.

The Security has similar investment characteristics to a zero-couponbond: a remainder interest with a specified term and a balloon paymentat maturity, and no cash flows prior to maturity. Unlike a zero-couponbond, the balloon payment at maturity consists of the fee simpleinterest in real property rather than a nominal cash payment.

DESCRIPTION OF PROPERTY:

The Premises are located in the Typical Industrial Park, a 400 acremaster-planned business park under development in Anytown, Illinois. Thepark is zoned for office and light industrial facilities.

The Building is a two-story, 100,000 square foot build-to-suit officebuilding configured for multitenant occupancy but fully (100%)pre-leased on a triple-net basis to Anonymous Mortgage Company, awholly-owned affiliate of Anonymous Conglomerate Corporation, forinitial term of approximately ten years with options for renewal.

DESCRIPTION OF LEASE TERM:

The Anonymous Mortgage lease is tentatively scheduled to begin on Oct.15, 1992, and will expire on the last day of the calendar month thatcontains the tenth anniversary of the Commencement Eve Date, where theCommencement Eve Date is the day immediately prior to the commencementof the lease term. The lease is not cancelable during the initial termexcept as described below.

The period from acquisition of the remainder interest by the grantortrust to expiration of the initial lease term will henceforth be knownas the “Term.”

Automatic Lease Extension:

Anonymous Mortgage Company and the developer have entered into an optionagreement (Phase II) under which, at the option of Anonymous Mortgage, asecond office building may be constructed and leased on a build-to-suitbasis to Anonymous Mortgage on property adjacent to the Premises. In theevent the option is exercised, the initial lease term will automaticallybe extended to cause the expiration of the initial lease term tocoincide with the expiration of the 10-year Phase II lease. However, inthe event of an extension of the initial lease term, the expiration ofthe Term of the Security will remain unchanged. The Phase II option toextend the initial lease term expires on Jun. 1, 1993.

Renewal Options:

Anonymous Mortgage shall have options to extend the lease term for two(2) consecutive five (5) year periods, on the same terms, conditions andprovisions as contained in the lease agreement for the initial leaseterm. The first renewal period shall commence on the day after theexpiration date for the initial lease term and shall expire on the fifth(5th) anniversary of the expiration date for the initial lease term. Thesecond renewal period shall commence on the day after the expirationdate for the first renewal period and shall expire on the fifth (5th)anniversary of the expiration date for the first renewal period.

Exercise of each renewal option shall be exercised by written noticefrom Tenant to Landlord of Tenant's election to exercise said option.Written notice must be provided not later than twelve (12) months priorto expiration of the then current lease term.

DESCRIPTION OF RENT:

Total Rent consists of Base Rent from the Anonymous Mortgage lease, plusAdditional Rent to cover property management, maintenance, taxes andinsurance as described in subsequent sections. Annual Base Rent isdetermined by multiplying the annual base rent per square foot by thebuilding net square footage. Initial Annual Base Rent per square foot is$11.00. The preliminary estimate of net square footage is 100,000 feet,implying an estimated initial Annual Base rent of $1,100,000.

The building net square footage, and hence the initial net rent, will befinalized for the Term as described in Lease Section 3.02 within tendays of the Lease Commencement Date.

Annual Base Rent per square foot in subsequent years of the initiallease term (including the Phase II extension option) is determined byincreasing the base rent per square foot in the preceding year by threepercent (3%) and rounding the resulting value off to the nearest cent($0.01).

During the first year of the first renewal option period, Annual BaseRent shall be the greater of (i) initial Annual Base Rent on the LeaseCommencement Date, increased by three percent (3%) per year compoundedannually through the first day of the renewal period, and (ii)ninety-five percent (95%) of the fair market rental rate as defined inLease Section 26.04(a).

In each successive year of the renewal option period, Annual Base Rentshall increase by an amount equal to three percent (3%) of the AnnualBase Rent for the preceding year.

During the first year of the second renewal option period, Annual BaseRent shall be the greater of (i) initial Annual Base Rent on the LeaseCommencement Date, increased by three percent (3%) per year compoundedannually through the first day of the renewal period, and (ii) the fairmarket rental rate as defined in Lease Section 26.04(a). In eachsuccessive year of the renewal option period, Annual Base Rent shallincrease by an amount equal to three percent (3%) of the Annual BaseRent for the preceding year.

Base Rent is due in equal monthly installments at the beginning of eachmonth. Additional Rent is paid directly or as described under“Preservation of Property” and “Damage and Destruction.”

PRESERVATION OF PROPERTY:

Estate for Years Trust:

The trust indenture for the estate for years will forbid the trusteefrom imposing any lien whatsoever on the Premises and will charge thetrustee with removing any liens imposed by other entities that the trustbeneficiary does not promptly seek to remove by all legal meansavailable. Otherwise, ultimate responsibility and discretion regardingLandlord decisions concerning property management, maintenance,insurance is and taxes will remain with the estate for years trustduring the Term, although under the Anonymous Mortgage lease the Tenantwill assume full responsibility for performance in these areas asprescribed in the lease, together with responsibility for direct paymentof all costs associated with performance. The trust indenture assignsthe estate for years beneficiary the general responsibilities accordedfinancial fiduciaries, reserving other specified services to the estatefor years trustee as appropriate.

During the final Term year, the estate for years trust is responsibleonly for management and maintenance costs incurred prior to Termexpiration, and only for a pro rata share of tax and insurance expensesbased on the ratio of the number of days during the year that fallwithin the estate for years to the total number of days in the year.

Management and Maintenance:

Anonymous Mortgage assumes full and sole responsibility for thecondition, operation, repair, replacement, management and maintenance ofthe Premises and all improvements thereon. At its own expense, AnonymousMortgage Company will keep the Premises both clean and in good order andoperating condition, and make all necessary repairs (both structural andnonstructural, interior and exterior, ordinary and extraordinary,foreseen and unforeseen, of every nature, kind and description,including parking areas, driveways, sidewalks, landscaping androadways).

Anonymous Mortgage will maintain, at its own expense, service contractssatisfactory to the Landlord for the following: (i) maintenance for HVACsystems, roof, elevators, landscaping and irrigation, and the parkinglot; (ii) fire alarm service; (iii) janitorial service; (iv) securityservice; (v) snow removal; (vi) exterior window cleaning at least four(4) times per calendar year.

If, after expiration of the sixth (6th) year of the lease term, anycapital repairs are required, and such repairs are not required due to(i) the failure of the tenant to perform routine maintenance required bythe lease, (ii) tenant negligence, (iii) unusual or excessive tenant useof any system or portion of the Premises, or (iv) any tenant act whichvoids a warranty that otherwise would reimburse repair costs, thentenant is only required to pay a fraction of the repair cost based onthe ratio of the remaining lease term (including exercised options forextension) to the remaining useful life of the item repaired.

Anonymous Mortgage will not make any alterations to the Premises withoutfirst obtaining written Landlord consent, which consent shall not bewithheld or delayed unreasonably. Landlord may refuse permission for anyalterations that are likely to weaken the structure of the Building,which are likely to damage or disrupt the HVAC systems or other majorBuilding systems, or which are visible from the exterior of theBuilding. All alterations shall be made at Tenant's sole expense, eitherby Tenant's contractors approved in advance by Landlord or, at Tenant'soption, by Landlord on terms reasonable to Tenant, including a fifteenpercent (15%) supervisory fee in addition to the net cost of thematerials and labor.

Notwithstanding the above, Anonymous Mortgage will pay, in addition toBase Rent, a management fee of one and eight tenths percent (1.8%) ofthe Base rent for administering the lease and as reimbursement ofLandlord expenses for the costs of semiannual maintenance review andother management overhead.

Taxes:

Anonymous Mortgage is responsible for direct payment of all real andpersonal property-related taxes (except income taxes) as specified inLease Section 5.01. Tenant will provide Landlord with evidence in theform of official receipts or other acceptable proof that completepayment has been made within thirty (30) days of each assessment duedate.

Anonymous Mortgage has the right at its sole expense to contest thevalidity or amount of any tax, but will first pay the tax under protest.

For taxes and assessments related to the calendar year during which theTerm expires, the estate for years trust is responsible for a pro ratashare of taxes and assessments based on the ratio of the number of daysduring the year that fall within the Term to the total number of days inthe year, and the Security holder is responsible for the remainingportion of taxes and assessments. If the lease has not been extended,Anonymous Mortgage is responsible for the portion of taxes attributableto the estate for years. If the lease has been extended, AnonymousMortgage is responsible for all property taxes incurred during thecalendar year.

Insurance and Indemnification:

Tenant shall obtain and maintain various insurance policies related tothe Premises and activities therein. All expenses in connection withTenant policies shall be the sole responsibility of the Tenant.

Tenant policies shall include the following: All Risk insurancesufficient to cover the replacement cost of Tenant personal property,Building improvements and alterations; business interruption insurance;comprehensive general public liability insurance with limits of not lessthan $5,000,000 per occurrence; automobile liability insurance of atleast $300,000; Worker's Compensation and Employer's Liabilityinsurance; Tenant's All Risk Legal Liability insurance for thereplacement cost of the Premises.

Except for events due to Landlord negligence or willful misconduct,Tenant waives all claims against Landlord and agrees to indemnify andhold Landlord harmless for damage to any property, or injury to or deathof any person, on or about the Premises. This includes injury or damageto persons or property resulting from fire, explosion, falling plaster,steam, gas, electricity, water, rain, flood, snow, dampness, or leaksfrom pipes, appliances, plumbing works, roof, floor or ceilingsubsurfaces or from the street.

Utilities:

During the Term, Anonymous Mortgage is responsible for all deposits andfees in connection with obtaining and maintaining necessary utilityservices for the Premises, including but not limited to the following:water, sewage, heat, gas, light, garbage, electricity, telephone, steamand power.

Tenant-incurred Liens:

Anonymous Mortgage warrants to keep the Premises free from any liensarising from any work performed, materials furnished, or obligationsincurred by or on behalf of Anonymous Mortgage. If any such lien isattached and not promptly discharged as prescribed in Lease Section10.01, Landlord has the right to pay the full amount of the lien withoutinquiry into its validity, and to bill Tenant as Additional Rent for allexpenses connected with the lien removal, including interest andattorneys' fees.

Hazardous Materials and Indemnification:

Tenant is restricted to use of the Premises for executive, sales andadministrative purposes. For the restrictions on use and/or handling ofhazardous and toxic material, see Lease Article XXV.

Tenant shall indemnify, defend and hold Landlord, its beneficiaries, anymanaging agents and leasing agents of the Premises, and their respectiveagents, partners, officers, directors and employees harmless from alldamages, costs, losses, expenses (including, but not limited to, actualattorney's fees and engineering fees) arising from or attributable toany breach by Tenant or any of its warranties, representations orcovenants in Lease Article XXV. Tenant's obligations hereunder shallsurvive termination of this lease.

DEFINITION OF TENANT DEFAULT:

Any of the following events constitutes a default under the lease:failure by Tenant to pay monthly Rent when due, together with failure topay within ten (10) days after Landlord serves Tenant with writtennotice of past due Rent; failure by Tenant to perform or observe anyother provision of the lease, provided that such failure continues formore than ten (10) days after Landlord gives Tenant written notice ofsuch failure or, if the failure cannot be corrected within the ten (10)day period, provided that Tenant does not commence to correct thefailure within the ten (10) day period and thereafter pursue thecorrection through to completion within a reasonable time, and in anycase prior to such time as failure to complete the correction couldresult in violation of any law, rule, or ordinance; failure by Tenant topay monthly Rent on time more than three (3) times during any twelve(12) month period, or failure by Tenant to perform or observe any otherprovision of the lease more than three (3) times during any twelve (12)month period; performance by Tenant of any act that results in thecreation of a lien upon the Premises and fails to discharge the lien orpost bond for the lien with Landlord as required by Lease Article XX;any attempt by Tenant to make an unpermitted assignment or sublease;failure by Tenant to maintain in force all insurance policies requiredby the lease, and such failure continues for more than ten (10) daysafter Landlord gives Tenant written notice of such failure; the filingof a petition against Tenant or any guarantor of the lease under anysection of the Bankruptcy Code (and in the case of an involuntaryproceeding, the filing is not permanently discharged or vacated withinsixty (60) days); if Tenant or any guarantor of the lease becomesinsolvent or makes a transfer in fraud of creditors or makes anassignment for the benefit of creditors; a court-authorized appointmentof a receiver, custodian, or trustee for substantially all Tenant assetsor all assets of any guarantor of the lease is made and not subsequentlyvacated within sixty (60) days of the initial appointment date; thecumulative transfer of more than 50% interest in Anonymous Mortgage thatresults in Anonymous retaining less than a 50% interest AnonymousMortgage.

DEFAULT RECOURSE:

In event of default, Landlord has the right to enter and take possessionof the Premises and if Landlord elects, at Tenant's expense release thePremises and/or repair any damage for which Tenant is responsible. Inthe event that Landlord relets the Premises: Tenant is liable for allcosts associated with the default and with recovery of the Premises; allaccumulated Rent up to the time the Anonymous Mortgage lease isterminated; costs associated with preparing the Premises for newtenants; and any deficiency between the present value of rent payable bynew tenants over the remaining Term and the present value of AnonymousMortgage rent contracted in the current lease. The deficiency betweenthe present value of total rent payable by the new tenant(s) andcontracted total rent in the Anonymous Mortgage lease can be calculatedeither: before the new lease(s) are signed, on the basis of expectedmarket rent; after the new lease(s) are signed, on the basis of actualrent specified in the new lease(s).

INTERRUPTION OF RENT:

Condemnation:

If the entire Premises is acquired or condemned by eminent domain, thelease terminates as of the date the condemning authority takespossession, and total Rent due is adjusted to that date.

If partial condemnation results in the loss by Landlord of at least fivepercent (5%) of the Building or ten percent (10%) of parking for theBuilding, then Tenant may elect to terminate the lease within thirty(30) days of final determination of the extent of the loss, terminationto occur as of the date the condemning authority takes possession, andtotal Rent due is adjusted to that date.

If Tenant has the option to terminate the lease but fails to exercisethe option, then Landlord shall promptly restore the remaining Premisesto a condition comparable to its condition immediately prior tocondemnation and the lease shall continue as prior to the condemnation,except that after the effective date of condemnation the Rent shall bereduced as reasonably determined by Landlord if such reduction isreasonably warranted.

Tenant waives any right or claim to any part of a compensatory awardfrom the condemning authority to Landlord, and waives any claim againstLandlord due to the condemnation.

In any action of eminent domain involving the Premises, the grantortrust and the remainder interest holder make separate compensationclaims against the condemning authority.

Damage and Destruction:

The Landlord shall carry rent business interruption insurance applicableto the Premises sufficient to cover Base Rent payments plus all relatedtaxes and operating expenses for a period of 300 days. The cost ofbusiness interruption insurance will be reimbursed by the Tenant,including all related appraisal and consulting fees.

If the Building or any portion thereof is damaged or destroyed to suchan extent that it cannot be repaired within two hundred seventy days ofthe event, then the Tenant has the right to terminate the lease bygiving the Landlord written notice within the later of (i) thirty (30)days after the event or (ii) five (5) business days after determinationthat the damage or destruction cannot be repaired within 270 days. TheLandlord would continue to receive Base Rent for the period covered bybusiness interruption insurance, and would have the right to relet thePremises after restoration for the remainder of the Term.

In event of destruction or damage to the Building which does not resultin lease termination but which renders the Building wholly or partiallyuntenantable, Base Rent shall be abated in proportion to the area sorendered until restoration is completed. However, the Landlord wouldcontinue to receive the abated portion of Base Rent plus operatingexpenses while restoration is under way due to business interruptioninsurance, unless restoration took longer than 300 days.

If the Building or any portion thereof is destroyed by fire or othercause during the last two (2) years of the lease term, then Tenant shallhave the right to terminate the lease by giving written notice to theLandlord within sixty (60) days of the destruction. In this case, theLandlord would continue to receive Base Rent plus taxes and operatingexpenses from business interruption insurance for 300 days.

TENANT FINANCIAL REPORTS:

During each year of the Term, on no later than March 1, AnonymousMortgage shall provide Landlord with a net worth report as of December31 of the prior calendar year and the preceding year. The report shallbe certified by a nationally recognized accounting firm.

At any time during the Term, up to once per fiscal year, Tenant will,upon ten days prior notice from Trustee A, provide the Trustee with acurrent financial statement and financial statements for the two (2)preceding fiscal years. The statements will be prepared in accordancewith Generally Accepted Accounting Principles.

SPECIMEN 5 Limited Offering Memorandum Confidential Rating: Standard &Poor's: A+ (See “RATING” herein)

LIMITED OFFERING MEMORANDUM CONFIDENTIAL Rating: Standard & Poor's: A+(See “RATING” herein) K.C. ABBE® TRUST 1995-1 $9,040,000 Certificates

This Limited Offering Memorandum relates to the offering and sale of$9,040,000 aggregate amount of certificates (the “Certificates”)evidencing undivided fractional interests in K.C. ABBE® Trust 1995-1, aspecial purpose grantor trust (the “Trust”). The Trust has been createdand will be governed by the terms of a First Amended and Restated TermTrust Agreement, dated as of Aug. 25, 1995, between Scribcor, Inc. (the“Grantor”) and The First National Bank of Chicago, as Trustee (the“Trustee”). The property of the Trust will consist of (i) aterm-of-years real property interest expiring on Dec. 31, 2009 (the“Term Interest”) in and to the Old American Life Insurance Building, athree story commercial office building located at 4900 Oak Street in theCountry Club Plaza district of Kansas City, Mo. (the “Property”), (ii)the right, as landlord, to receive all payments to be made on and afterAug. 25, 1995 (the “Closing Date”) by the tenant of the Property underthe terms of a Lease, dated as of Dec. 29, 1989, as amended (the“Lease”), and (iii) the right to all monies and securities deposited orrequired to be deposited with the Trustee pursuant to any term of theTrust Agreement. The Property has been leased to Old American LifeInsurance Company for an initial term expiring on Dec. 31, 2009, and theobligations of Old American Life Insurance Company under the Lease havebeen unconditionally and irrevocably guaranteed by Kansas City LifeInsurance Company, a Missouri company (the “Lease Guarantor”).

The Certificates will be dated the Closing Date, and CertificatePayments will be distributed to holders of Certificates on the 15thcalendar day of each month (or, if the 15th calendar day of each monthis not a Business Day, the following Business Day), commencing Sep. 15,1995 and ending on Dec. 15, 2009. The Certificates will be issued infully-registered book-entry form. Ownership interests in theCertificates will be shown on, and transfers thereof will be effectedonly through, records maintained by The Depository Trust Company, NewYork, N.Y. (“DTC”), and its participants. Owners of beneficial interestsin the Certificates will be entitled to physical delivery of theCertificates in certificated form equal in principal amount to theirrespective beneficial interests only under the circumstances describedunder the caption “THE CERTIFICATES—Book-Entry Only System.” TheCertificates will be subject to prepayment as more fully describedherein.

THE CERTIFICATES REPRESENT INTERESTS IN THE TRUST AND DO NOT REPRESENTINTERESTS IN OR OBLIGATIONS OF SCRIBCOR, INC., OLD AMERICAN LIFEINSURANCE COMPANY, KANSAS CITY LIFE INSURANCE COMPANY OR ANY OF THEIRAFFILIATES.

THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIESLAWS, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATEREGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THISOFFERING MEMORANDUM OR ENDORSED THE MERITS OF THIS OFFERING. ANYREPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE CERTIFICATES ARE BEINGOFFERED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT PROVIDED BY RULE 144A PROMULGATED THEREUNDER, CERTAINSTATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATEDPURSUANT THERETO. THE CERTIFICATES MAY NOT BE TRANSFERRED BY ANYPURCHASER THEREOF UNLESS THE CERTIFICATES ARE REGISTERED UNDER THESECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND UPONTHE SATISFACTION OF CERTAIN CONDITIONS. SEE “NOTICE TO INVESTORS.”

William Blair & Company (the “Placement Agent”) has agreed, as agent forthe Grantor, to offer the Certificates on a “best efforts” basis. See“Plan of Distribution.”

William Blair & Company

The date of this Limited Offering Memorandum is Aug. 25, 1995 ©Copyright1995 Graff/Ross Holdings, an affiliate of the Grantor—All RightsReserved. ABBE® is a registered trademark of Graff/Ross Holdings.

K. C. ABBE ® TRUST 1995-1 $9,040,000 Certificates TABLE OF CONTENTS PageSUMMARY OF THE OFFERING 121 INVESTMENT HIGHLIGHTS 128 OFFERING TERMS 133KANSAS CITY LIFE INSURANCE COMPANY 134 ANNUAL CERTIFICATE PAYMENTREQUIREMENTS 135 ACQUISITION OF PROPERTY AND BRIDGE 135 FINANCINGESTIMATED SOURCES AND USES OF FUNDS 136 THE TERM INTEREST 139 THE LEASE142 THE CERTIFICATES 155 THE TRUST AGREEMENT 160 THE SERVICING AGREEMENT174 THE BUILDING AND THE PROPERTY 182 INVESTMENT CONSIDERATIONS 184FEDERAL INCOME TAX MATTERS 189 PLAN OF DISTRIBUTION 192 RATING 192REPORTS TO CERTIFICATEHOLDERS 193 ADDITIONAL INQUIRIES 193 LEGAL MATTERS193 ENFORCEABILITY OF REMEDIES 194 NOTICE TO INVESTORS 194 EXHIBITS:GUARANTY Exhibit A KANSAS CITY LIFE INSURANCE COMPANY Exhibit B ANNUALREPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994 SCHEDULE OFLEASE PAYMENTS AND CERTIFICATE Exhibit C PAYMENTS FORM OF TRUSTAGREEMENT Exhibit D FORM OF LEASE Exhibit E FORM OF SERVICING AGREEMENTExhibit F

Set forth below is a diagram depicting the structure of the transactiondescribed by this Limited Offering Memorandum:

SUMMARY OF THE OFFERING

The following summary is qualified in its entirety by the detailedinformation appearing elsewhere in this Offering Memorandum. Thedescriptions and summaries of various documents set forth in thisOffering Memorandum do not purport to be comprehensive or definitive,and reference is made to each document for the complete details of allterms and conditions thereof. All statements contained herein arequalified in their entirety by reference to each document. The fiveExhibits hereto are part of this Offering Memorandum, and this OfferingMemorandum, including the Exhibits, should be read in its entirety.Until the issuance and delivery of the Certificates, substantially finalforms of the Trust Agreement, the Lease, the Servicing Agreement, theGuaranty and certain other documents described in this OfferingMemorandum may be obtained at the office of William Blair & Company (the“Placement Agent”) in Chicago, Ill. Definitive copies of these documentsmay be obtained from the Trustee after delivery of the Certificates.Certain capitalized terms used in this summary are defined elsewhere inthis Offering Memorandum.

Kansas City Life Insurance Company

The obligations of the Tenant under the Lease have been irrevocably andunconditionally guaranteed by Kansas City Life Insurance Company, aMissouri company (“Kansas City Life” or the “Lease Guarantor”).

Kansas City Life and its wholly-owned subsidiaries issue and market afull line of universal life, term and traditional whole life insuranceand accident and health insurance products. For the year ended Dec. 31,1994, Kansas City Life had consolidated revenues in the amount of $393.5million, pre-tax income of $57.0 million and net income of $37.4million. At Dec. 31, 1994, Kansas City Life had total assets of $2.7billion and total stockholders' equity of $343.7 million. With respectto its claims paying ability, Kansas City Life has a rating from A.M.Best of “A+” and ratings from Standard & Poor's Corporation and Moody'sInvestor Services of “A+” and “A2”, respectively. See “KANSAS CITY LIFEINSURANCE COMPANY.”

The Certificates

The Certificates offered hereby evidence undivided fractional interestsin K.C. ABBE® Trust 1995-1, a special purpose grantor trust (the“Trust”). The Trust has been created and will be governed by the termsof a First Amended and Restated Term Trust Agreement, dated as of Aug.25, 1995, between Scribcor, Inc. (the “Grantor”) and The First NationalBank of Chicago, as Trustee (the “Trustee”). Holders of Certificateswill be entitled to receive substantially all payments to be made on andafter Aug. 25, 1995 (the “Closing Date”) by the sole tenant of the OldAmerican Life Insurance Building, a three story commercial officebuilding located at 4900 Oak Street in the Country Club Plaza districtof Kansas City, Mo. (the “Property”) pursuant to the terms of a Lease,dated as of Dec. 29, 1989, as amended (the “Lease”). The obligations ofthe tenant under the Lease have been irrevocably and unconditionallyguaranteed by Kansas City Life.

The Certificates will be dated the Closing Date, and CertificatePayments will be distributed to holders of Certificates on the 15thcalendar day of each month (or, if the 15th calendar day of each monthis not a Business Day, the following Business Day), commencing Sep. 15,1995 and ending on Dec. 15, 2009.

The Certificates will be issued in fully-registered book-entry form.Ownership interests in the Certificates will be shown on, and transfersthereof will be effected only through, records maintained by TheDepository Trust Company, New York, N.Y. (“DTC”), and its participants.Owners of beneficial interests in the Certificates will be entitled tophysical delivery of the Certificates in certificated form equal inamount to their respective beneficial interests only under certaincircumstances. See “THE CERTIFICATES—Book-Entry Only System.”

The Certificates will be subject to prepayment upon the occurrence of aTotal Condemnation. See “THE CERTIFICATES—Prepayment.”

The Offering

$9,040,000 aggregate amount of Certificates are being offered hereby atan offering price of $20,000 per Certificate to persons who satisfy theinvestor suitability requirements described under the caption “NOTICE TOINVESTORS.” The minimum subscription for each investor is oneCertificate. The Grantor may, in its sole discretion, elect to acceptsubscriptions for fractional Certificates.

The Trust

The Trust is a special purpose grantor trust created and governed by theterms of a First Amended and Restated Term Trust Agreement, dated as ofAug. 25, 1995 (the “Trust Agreement”), between the Grantor and theTrustee. The Grantor has established the Trust by selling and assigningthe Term Interest to the Trust in exchange for $8,305,000. Prior to suchsale and assignment, the Trust had no assets or obligations or anyoperating history. The Trust will not engage in any activity other thanacquiring and holding the Term Interest, receiving the Lease Paymentswith respect to the Lease and issuing the Certificates and distributingCertificate Payments pursuant to the Trust Agreement.

Trust Property

The property of the Trust (the “Trust Property”) consists solely of (i)a term-of-years real property interest expiring on Dec. 31, 2009 (the“Term Interest”) in and to the Property; (ii) the right, as landlord, toreceive all payments (“Lease Payments”) to be made by the Tenant underthe terms of the Lease; and (iii) the right to all monies and securitiesdeposited or required to be deposited with the Trustee pursuant to anyterm of the Trust Agreement.

The Term Interest

The Term Interest is a real property interest and constitutes a vested(i.e., current) unencumbered estate-for-years in and to the Propertyexpiring on Dec. 31, 2009. Following termination in 2009 of the TermInterest, the Trust will have no further interest in the Property. Forfederal income tax purposes, the Term Interest constitutes a depreciableasset, and the initial cost of the Term Interest to the Trust isrecoverable under Section 167(a) of the Internal Revenue Code of 1986,by means of equal and ratable cost recovery deductions which may betaken by the Trust and passed through to holders of Certificates through2009. See “THE TERM INTEREST.”

The Property

The Property consists of a 94,149 square foot office building (the“Building”) situated on a 2.091 acre parcel in the Country Club PlazaDistrict of Kansas City, Mo. The Country Club Plaza District is locatedapproximately 4.5 miles south of Downtown Kansas City. The Building wasconstructed in 1960 and substantial renovations were completed by KansasCity Life for approximately $1.5 million on the Building in 1992. TheBuilding has been subleased to The Ewing Kauffman Foundation (the“Subtenant”) through 1997. See “THE BUILDING AND THE PROPERTY.”

Property Acquisition and Bridge Financing

On May 4, 1995, the Grantor acquired a fee simple interest in theProperty for a purchase price of $10,455,000. Following Grantor'sacquisition of the entire fee simple interest in the Property, theGrantor “split” the fee simple ownership of the Property bysimultaneously (a) conveying or causing to be conveyed to the Trust theTerm Interest expiring in 2009 and (b) conveying or causing to beconveyed to a single purpose grantor trust (the “Remainder Trust”), inexchange for $2,150,000, a remainder interest in the Property, whichremainder interest will entitle the beneficiaries of the RemainderTrust, upon termination of the Term Interest on Dec. 31, 2009, to a feesimple interest in the Property.

The Grantor established the Trust by assigning and selling the TermInterest to the Trust in exchange for $8,305,000, which amount wascontributed to the Trust by K.C. ABBE Holdings, L.L.C. (“Holdings”), aDelaware limited liability company of which the sole members (equityholders) are principals of the Grantor or spouses thereof. Holdings wasformed to facilitate the purchase of the Property pending completion ofthe offering of the Certificates made hereby. Holdings financed itspurchase of the beneficial interest in the Trust representing the TermInterest by incurring bank indebtedness in the amount of $8,300,000,which indebtedness and accrued interest thereon will be discharged withthe proceeds of the offering of Certificates made hereby. See “ESTIMATEDSOURCES AND USES OF FUNDS.”

The Lease

Pursuant to the terms of a Lease, dated as of Dec. 29, 1989, as amended(the “Lease”), the Property has been leased to the Tenant for an initialterm expiring on Dec. 31, 2009. The Lease is a so-called “triple net”lease, with Tenant assuming responsibility for taxes, insurance andoperating expenses, obligations for repair and maintenance, and certaincondemnation and casualty risks associated with the Building. See“INVESTMENT HIGHLIGHTS—Absolute Net Lease”.

The Servicer

Upon acquisition of the Property and creation of the Term Interest, theTrust was assigned all rights of the landlord under the Lease. Pursuantto the terms of a Servicing Agreement, dated as of Aug. 25, 1995 (the“Servicing Agreement”), between the Trustee and Scribcor, Inc. (the“Servicer”), the Servicer has been authorized to act as agent for theTrustee with respect to (a) monitoring the performance of the Tenantunder the Lease, (b) undertaking certain collection obligations of thelandlord under the Lease and (c) pursuing, on behalf of the Trustee,certain remedies available to landlord under the Lease upon theoccurrence of a default thereunder. See “THE SERVICING AGREEMENT.”

Scribcor, Inc., founded in 1891, is a privately-held firm focusing onmanagement, leasing and consulting in the Midwest commercial andindustrial real estate market. At Mar. 31, 1995, the Servicer managed inexcess of 3.5 million square feet of commercial office space, andclients of the Servicer include Wm. Wrigley Jr. Company and IBMCorporation.

Security

The Certificates represent beneficial interests in, and unsecuredobligations of, the Trust only and do not represent interests in orobligations of the Grantor, the Tenant or Kansas City Life. The Trustwill not hold a mortgage on the Building.

The Trust will hold title directly to the Term Interest, which willexpire and terminate in 2009. As holder of the Term Interest, the Trustwill be entitled to receive all rents and profits derivable from theBuilding (including all Lease Payments under the Lease) through, butonly through, Dec. 31, 2009.

The Grantor and Affiliates

Scribcor, Inc. (the “Grantor”) is the grantor of the Trust and willserve as the Servicer under the Trust Agreement. The Grantor is anaffiliate of Electrum Partners L.L.C. (“Electrum”), a newly-formedIllinois limited liability company.

The principal officers and majority owners of Electrum are Richard M.Ross, Jr. and Richard A. Graff. Principals of Electrum have been engagedfor over the past three years developing the conceptual debt/equitymodel which serves as the basis for the financing contemplated hereby.

Mr. Ross is President of Scribcor, Inc., and has been associated withScribcor in various administrative capacities since 1971. Scribcor,founded in 1891, is a privately-held firm focusing on management,leasing and consulting in the Chicago commercial and industrial realestate market. During his 23-year tenure with Scribcor, Mr. Ross hasdirected complex transactions for major institutional clients, includingsite acquisition, financing, office relocation, development consultingand property management. He has provided confidential consultingservices to numerous major corporations. Mr. Ross is a graduate ofDenison University and holds an MBA in Finance from the University ofChicago. He is a member of the American Society of Real EstateCounselors (ASREC) and the Urban Land Institute.

Over the last nine years, Mr. Graff developed the investment theory andlegal structure that forms the basis for the Electrum's proprietaryfinancial technology. Mr. Graft is a graduate of the MassachusettsInstitute of Technology. He holds MA and Ph.D. degrees in mathematicsfrom Princeton University and an MBA in Finance from the University ofChicago. He is an author of several widely recognized articles oninnovations in real estate finance and investments that have appeared orare scheduled to appear in various professional and academic real estateand financial publications.

Investment Considerations

An investment in the Certificates involves certain risks. See“INVESTMENT CONSIDERATIONS.”

Certain Tax Matters

In the opinion of Kirkland & Ellis, special tax counsel to the Grantor,the Trust will be classified for Federal income tax purposes as agrantor trust and not as an association taxable as a corporation.Accordingly, each holder of a Certificate will be subject to Federalincome taxation as if it owned directly its proportionate interest ineach asset owned by the Trust.

In the opinion of Kirkland & Ellis, for Federal income tax purposes theTerm Interest constitutes a depreciable asset and the initial cost ofthe Term Interest to the Trust is recoverable under Section 167(a) ofthe Internal Revenue Code of 1986, by means of equal and ratable costrecovery deductions which may be taken by the Trust and passed throughto holders of Certificates through 2009. See “FEDERAL INCOME TAXMATTERS.”

Investor Suitability

Certificates will be offered and sold solely to “qualified institutionalbuyers” (“QIBs”), as such term is defined under Rule 144A under theSecurities Act of 1933, as amended, in compliance with Rule 144A. See“NOTICE TO INVESTORS.”

Rating

Standard & Poor's, a division of The McGraw-Hill Companies (“S&P”), hasassigned the Certificates a rating of “A+”. A rating reflects only theviews of S&P and an explanation of the significance of such rating maybe obtained from S&P. Once assigned, there is no assurance that anyrating will continue for any given period of time, or that it will notbe revised downward or withdrawn entirely by the issuing rating agencyif, in its judgment, circumstances so warrant. Any downward revision orwithdrawal of a rating assigned to the Certificates may have an adverseeffect on the market price of the Certificates. A security rating is nota recommendation to buy, sell or hold securities, may be subject torevision or withdrawal at any time by the assigning rating agency andshould be evaluated independently of any other rating. See “RATING.”

INVESTMENT HIGHLIGHTS

Single Purpose Issuing Entity

The Certificates will be issued by K.C. ABBE® 1995-1 Trust, a specialpurpose grantor trust created solely for the purpose of purchasing theTerm Interest. The Trust will not engage in any activity other thanacquiring and holding the Trust Property, issuing the Certificates,receiving Lease Payments and distributing Certificate Payments withrespect to the Certificates.

Unconditional Lease Guaranty

The obligations of the Tenant under the Lease have been unconditionallyand irrevocably guaranteed, as to payment and not as to collection, byKansas City Life Insurance Company. At Dec. 31, 1994, the obligation ofKansas City Life represented by the Guaranty had been capitalized forfinancial reporting purposes in accordance with generally acceptedaccounting principles. See Kansas City Life's Annual Report on Form 10-Kfor the year ended Dec. 31, 1994, which is attached hereto as Exhibit B.

Kansas City Life Insurance Company

Kansas City Life and its wholly-owned subsidiaries issue and market afull line of universal life, term and traditional whole life insuranceand accident and health insurance products. For the year ended Dec. 31,1994, Kansas City Life had consolidated revenues in the amount of $393.5million, pre-tax income of $57.0 million and net income of $37.4million. At Dec. 31, 1994, Kansas City Life had total assets of $2.7billion and total stockholders' equity of $343.7 million. With respectto its claims paying ability, Kansas City Life has a rating from A.M.Best & Co. of “A+” and ratings from Standard & Poor's Corporation andMoody's Investors Service of “A+” and “A2”, respectively.

Absolute Net Lease

The Lease is an absolute “triple net” lease, with Tenant assumingresponsibility for all taxes, insurance and operating expenses,obligations for repair and maintenance (including structural repair andmaintenance) and condemnation and casualty loss risks associated withthe Building.

Capital Expenditures. The Trustee, in its capacity as landlord under theLease, has no obligation under the Lease to make capital expenditureswith respect to the Building. Tenant is required, at its sole cost andexpense, to keep the Building and all parts thereof in good order,repair and condition, whether interior or exterior, structural ornon-structural, ordinary or extraordinary, foreseen or unforeseen,including, without limitation, repair of all glass, utilities, conduits,fixtures, equipment, foundations, roofs, exterior and interior walls,heating and air conditioning systems, lighting fixtures, wiring,plumbing, sprinkler systems, paving, sidewalks, roads, parking areas,curbs, gutters and fences. The necessity for and adequacy of all repairsto be made to the Building pursuant to the Lease shall be measured bythe standard which is appropriate for suburban office buildings in theKansas City metropolitan area of similar construction, class and age.

Casualty Loss Risk. If the Building, or any part thereof, is damaged ordestroyed by fire or other casualty during the term of the Lease (exceptduring the second to last and final year of the term), Tenant isobligated to promptly repair or restore the Building to substantiallythe same condition it was in immediately prior to such fire or casualty,and Tenant's obligation to pay Base Rent and to perform its otherobligations under the Lease will not be suspended, abated or reduced asa result thereof.

In the event of (a) damage or destruction during the second to last yearof the Term (the repair and restoration of which would cost in excess of75% of the replacement value of the Premises) or (b) damage ordestruction during the last year of the Term (the repair and restorationof which would cost in excess of 25% of the replacement value of theBuilding), the Trustee (in its capacity as landlord under the Lease) orTenant may terminate the Lease, provided that any and all insuranceproceeds in such case received by Tenant are required to be paid to andassigned to the Trust, as landlord. In each such case, the Trustee, inits capacity as landlord under the Lease and pursuant to the terms ofthe Trust Agreement, is obligated to utilize such insurance proceeds torestore the Building to substantially the same condition as existedimmediately prior to the Casualty Loss giving rise to such Casualty LossTermination. Notwithstanding the foregoing, Tenant shall not have theright to terminate the Lease if (a) any damage or destruction is causedby an uninsured casualty, (b) Tenant shall have failed to maintain theinsurance required to be maintained under the Lease or (c) Landlord isunable for any reason to collect all insurance proceeds which wouldotherwise be payable by Tenant's insurance carriers in connection withsuch damage or destruction. Pursuant to the terms of the TrustAgreement, the Trustee, in its capacity as landlord under the Lease, hasbeen irrevocably instructed not to exercise its right to terminate theLease upon the occurrence of a Casualty Loss. See “THE TRUSTAGREEMENT—Specific Duties of Trustee—Casualty Loss.”

In accordance with the terms of the Lease, Tenant is required tomaintain all-risk property and casualty insurance for the full (100%)replacement cost of the Property (with a deductible of not more than$25,000). See “THE LEASE—Insurance.” The Trustee is required pursuant tothe Trust Agreement to procure rental interruption insurance in anamount sufficient to assure that holders of Certificates will receivewhen due monthly Certificate Payments with respect to the Certificates.There can be no assurance that receipt by the Trustee of any suchcasualty insurance or rental interruption insurance proceeds will be atsuch time or times sufficient to assure timely payment with respect tothe Certificates. See “THE TRUST AGREEMENT—Specific Duties ofTrustee—Rental Interruption Insurance.”

Condemnation Risk. If less than 50% of the Building shall be taken bycondemnation or other eminent domain proceedings pursuant to any law,general or special, or the use or occupancy of the Premises or any partthereof shall be temporarily requisitioned by any governmentalauthority, civil or military, then the Lease shall continue in fullforce and effect without abatement or reduction of Base Rent, additionalrent or other sums payable by Tenant. In such event, Tenant is obligatedafter such taking or requisition, at its sole cost and expense, torepair any damage caused by any such taking or requisition in conformitywith the provisions in the Lease governing the making of alterations tothe Building.

If condemnation shall effect at least 50% of the Building and, inTenant's reasonable judgment, shall render the Building unsuitable forrestoration for continued use and occupancy (a “Total Condemnation”),then Tenant shall terminate the Lease and submit an irrevocable offer topurchase from the Term Trust (a) any remaining portion of the Buildingand (b) the right to receive the net proceeds, if any, payable inconnection with such condemnation. The purchase price shall be equal toten times the then-annual Base Rent payable under the Lease, whichamount will not be less than $9,326,500 and which amount will in allcases be equal to or greater than the then-applicable Prepayment Amount.In accordance with the terms of the Trust, the Trustee is required toaccept such offer to purchase, and proceeds received by the Trust fromthe Tenant upon the occurrence of a Total Condemnation will bedistributed, first, to holders of Certificates to the extent of thethen-applicable Prepayment Amount, and second, if and only to the extentof any remaining proceeds, to the Remainder Trustee for distribution toholders of Remainder Trust Certificates.

Environmental Risk. In connection with the acquisition of the Property,the Grantor engaged Environment Audit Incorporated, Lee's Summit, Mo.,to perform a Phase I environmental assessment of the Property. The PhaseI assessment revealed no matters of significance with respect tonon-compliance with environmental laws and regulations. Pursuant to theterms of the Lease, Tenant has agreed to defend, indemnify and hold theTrust, as landlord under the Lease, harmless from and against any andall claims, including without limitation wrongful death actions andthird-party claims (but excluding claims for consequential damages)arising directly or indirectly from the presence of any HazardousMaterial (as defined in the Lease) in, on, under, at or about theProperty or any Hazardous Discharge (as defined in the Lease) in, on,under, at or about the Property, or any environmental complaint.

Depreciability of Term Interest

For Federal income tax purposes, the Term Interest constitutes adepreciable asset, the cost of which is subject to equal and ratablecost recovery deductions through Dec. 31, 2009. See “FEDERAL INCOME TAXMATTERS”.

Remedies of Trust Upon Tenant Default

The Trust will hold title directly to the Term Interest, whichconstitutes a current real property interest which will expire andterminate on Dec. 31, 2009, and the Trust will be the primary assigneeand beneficiary of the Guaranty. The Trust will not hold a mortgage onthe Property. As direct holder of the Term Interest, upon a default bythe Tenant the Trustee (as landlord under the Lease) will be entitled toseek enforcement of its rights and remedies in accordance with the termsof the Lease and without resort to mortgage foreclosure or otherjudicial proceedings which otherwise might be required to realize upon asecurity interest in the Property.

OFFERING TERMS

The Trust is offering hereby a total of 452 Certificates at an offeringprice of $20,000 per Certificate and in integral multiples of $1,000 inexcess thereof. The purchase price will be payable in full uponsubscription. The minimum subscription is one Certificate. The Grantorreserves the right, in its sole discretion, to accept subscriptions forfractional Certificates, so long as the minimum subscription requirementis met. The Certificates will be sold only to such persons who meet thesuitability standards set forth under “NOTICE TO INVESTORS.”

KANSAS CITY LIFE INSURANCE COMPANY

Pursuant to the terms of a Guaranty, dated as of Nov. 13, 1991 (the“Guaranty”), from Kansas City Life, the obligations of the Tenant underthe Lease have been irrevocably and unconditionally guaranteed by KansasCity Life. A copy of the Guaranty is attached hereto as Exhibit A. TheTenant is a wholly-owned subsidiary of Kansas City Life. The obligationof Kansas City Life represented by the Guaranty has been capitalized forfinancial reporting purposes in accordance with generally acceptedaccounting principles.

Kansas City Life and its wholly-owned subsidiaries issue and market afull line of universal life, term and traditional whole life insuranceand accident and health insurance products. For the year ended Dec. 31,1994, the Lease Guarantor had consolidated revenues in the amount of$393.5 million, pre-tax income of $57.0 million and net income of $37.4million. At Dec. 31, 1994, the Lease Guarantor had total assets of $2.7billion and total stockholders' equity of $343.7 million. With respectto its claims paying ability, Kansas City Life has a rating from A.M.Best of “A+” and ratings from Standard & Poor's Corporation and Moody'sInvestors Service of “A+” and “A2”, respectively.

Attached hereto as Exhibit B is a copy of the Kansas City Life's AnnualReport on Form 10-K for the year ended Dec. 31, 1994, in the form asfiled with the Securities and Exchange Commission.

ANNUAL CERTIFICATE PAYMENT REQUIREMENTS

For a comparison of the Lease Payments of Base Rent required to be madeby the Tenant under the Lease with the Certificate Payments required tobe made with respect to the Certificates, see Exhibit C. The applicablePrepayment Amount at any monthly Certificate Payment date is included asAppendix B to the Trust Agreement, a copy of which has been includedherein as Exhibit D.

ACQUISITION OF PROPERTY AND BRIDGE FINANCING

On May 4, 1995, the Grantor acquired a fee simple interest in theProperty for a purchase price of $10,455,000. Immediately followingGrantor's acquisition of the entire fee simple interest in the Property,the Grantor “split” the fee simple ownership of the Property bysimultaneously (a) conveying or causing to be conveyed to the Trust theTerm Interest expiring in 2009 and (b) conveying or causing to beconveyed to the Remainder Trust, in exchange for $2,150,000, a remainderinterest in the Property, which remainder interest will entitle holdersof certificates evidencing interests in the Remainder Trust (“RemainderTrust Certificates”), upon termination of the Term Interest on Dec. 31,2009, to a fee simple interest in the Property.

The Grantor established the Trust by assigning and selling the TermInterest to the Trust in exchange for $8,305,000, which amount wascontributed to the Trust by K.C. ABBE Holdings, L.L.C. (“Holdings”), aDelaware limited liability company of which the sole members (equityholders) are principals of the Grantor or spouses thereof. Holdings wasformed to facilitate the purchase of the Property pending completion ofthe offering of the Certificates made hereby. Holdings financed itspurchase of the beneficial interest in the Trust representing the TermInterest by incurring bank indebtedness (the “Bridge Financing”) in theamount of $8,300,000, which indebtedness and accrued interest thereonwill be discharged with the proceeds of the offering of Certificatesmade hereby. See “ESTIMATED SOURCES AND USES OF FUNDS”.

ESTIMATED SOURCES AND USES OF FUNDS

Set forth below is a summary of the estimated sources and uses of fundsin connection with the (a) purchase of the Property by the Grantor for$10,455,000, (b) sale by the Grantor to Holdings of the Term Interest tothe Trust, (c) the sale by the Grantor of the Remainder Interest to theRemainder Trust and the issuance of the Remainder Trust Certificates,(d) the cash flow attributable to the Certificates purchased by Holdingsduring the interim period May 4, 1995 to date (the “Interim Period”),and (e) the issuance of the Certificates offered hereby. The informationset forth below represents the best estimate of the Grantor and issubject to change.

SOURCES OF FUNDS: Purchase of Property/ Issuance of Interim PeriodCertificates Certificate Offered Hereby Cash Flow Proceeds from issuanceand sale of Certificates offered hereby $9,040,000 Proceeds from BridgeFinancing  $8,300,000 Proceeds from issuance and sale of Remainder TrustCertificates  2,150,000 Net rent received during Interim Period   233,162 Amount on deposit in Certificate Distribution Account   25,000 Advances from Scribcor, Inc.    216,662   TOTAL SOURCES OFFUNDS $10,899,824 $9,065,000

USES OF FUNDS: Acquisition cost of Property $10,455,000 Interest onBridge Financing paid during Interim Period    210,797 Real estatecommissions, legal expenses and other costs Payable in connection withacquisition of Property    133,027 Repayment of Bridge Financing$8,300,000 Interest on Bridge Financing paid on Closing Date    88,003Reimburse Scribcor, Inc. for Property acquisition and other InterimPeriod costs   216,662 Roll-over funding of Certificate DistributionAccount    25,000 Initial funding of Rental Insurance Reserve Account   28,200 Initial funding by Scribcor, Inc. of Rating Agency Account   17,500 Other expenses payable in connection with organization ofRemainder Trust and offering of Remainder Trust Certificates    101,000All other expenses, including rating agency fees, printing expenses,placement agent fees, Trustee fees, and other expenses payable inconnection with organization of Term Trust and offering of Certificates  389,635   TOTAL USES OF FUNDS $10,899,824 $9,065,000

THE TERM INTEREST

Background

Academics and real estate finance specialists have generally acceptedthe notion that commercial real estate leased on a so-called “bondable”basis (i.e., obligating the tenant, among other things, to pay allmaintenance, insurance and tax expenses to assume certain condemnation,environmental and structural repair risks) to credit-worthy tenants canbe divided conceptually into two components: a bond-equivalent componentand a “residual”, or equity, component. The bond-equivalent componentrepresents the value on a net present value basis of the expectedpayments under the bondable lease, discounted at a rate appropriate tothe duration of the lease and the credit-worthiness of the tenant. Thebond-equivalent component is comparable in many respects to aintermediate-term, non-callable fixed-income security. In contrast, the“residual”, or equity, component represents the value of commercial realestate after the cash flows generated by the bond-equivalent componenthave been eliminated—i.e., the net present value of the future right tooccupy the real estate upon expiration of the term of the lease.Legally, the bond-equivalent component can be simulated by creating aterm-of-years of a duration co-terminous with the term of the triple-netlease, while the equity component in a particular property represents aninterest in a vested (i.e., current) unencumbered remainder interest infee simple title to such property. This unencumbered remainder interestwill entitle the holder of such interest to future possession andcontrol of the property on a debt-free basis following the terminationof the underlying term-of-years.

The Term Interest

The Term Interest is a real property interest and constitutes a vested(i.e., current) unencumbered estate-for-years in and to the Propertyexpiring on Dec. 31, 2009. Following termination in 2009 of the TermInterest, the Trust will have no further interest in the Property. ForFederal income tax purposes, the Term Interest constitutes a depreciableasset, the cost of which is subject to equal and ratable cost recoverydeductions through Dec. 31, 2009. See “FEDERAL INCOME TAX MATTERS”.

Acquisition of the Property and Creation of Term Interest

On May 4, 1995 the Grantor purchased for $10,455,000 the entire feesimple interest in the Property, which consists of a 94,149 square footoffice building (the “Building”) situated on a 2.091 acre parcel in theCountry Club Plaza District of Kansas City, Mo. The Country Club PlazaDistrict is located approximately 4.5 miles south of Downtown KansasCity. The Building was constructed in 1960 and substantial renovationswere completed by Kansas City Life on the Building for approximately$1.5 million in 1992, and the Subtenant has made significantexpenditures to maintain the space in a manner commensurate with a ClassA office building space. The $10,455,000 purchase price represents acapitalization of the Building's operating income for the year endedDec. 31, 1994 at a rate of 8.93%, a capitalization of projectedoperating income for the year ending Dec. 31, 2000 at a rate of 10.27%and a capitalization of projected operating income for the year endingDec. 31, 2005 at a rate of 11.81%.

Immediately following Grantor's acquisition of the entire fee simpleinterest in the Property pursuant to the Acquisition Agreement, Grantor“split” the fee simple ownership of the Property by simultaneously (a)conveying or causing to be conveyed to the Trust the Term Interestexpiring on Dec. 31, 2009 and (b) conveying or causing to be conveyed tothe Remainder Trust for $2,150,000 a remainder interest in the Property,which remainder interest will entitle the beneficiaries of the RemainderTrust, upon termination of the Term Interest on Dec. 31, 2009, to a feesimple interest in the Property.

The Grantor established the Trust by assigning and selling the TermInterest to the Trust in exchange for $8,305,000, which amount wascontributed to the Trust by K.C. ABBE Holdings, L.L.C. (“Holdings”), aDelaware limited liability company of which the sole members (equityholders) are principals of the Grantor or spouses thereof. Holdings wasformed to facilitate the purchase of the Property pending completion ofthe offering of the Certificates made hereby. Holdings financed itspurchase of the beneficial interest in the Trust representing the TermInterest by incurring bank indebtedness in the amount of $8,300,000,which indebtedness and accrued interest thereon will be discharged withthe proceeds of the offering of Certificates made hereby. See “ESTIMATEDSOURCES AND USES OF FUNDS”.

Prior to such initial sale and assignment, the Trust had no assets orobligations or any operating history. The Trust has not and will notengage in any activity other than acquiring and holding the TrustProperty, receiving Lease Payments from the Tenant pursuant to theLease, issuing the Certificates pursuant to the Trust Agreement anddistributing Certificate Payments to Certificateholders.

THE LEASE

The following is a summary of certain provisions of the Lease. Thissummary is not a complete description of the terms of the Lease, andreference is made to the Lease for its detailed provisions. A copy ofthe Lease, as amended, is attached hereto as Exhibit E. All referencesherein to the “Landlord” are to the Trustee, in its capacity as landlordunder the Lease. Section references are to the corresponding provisionsof the Lease, the terms of which are incorporated herein by referencethereto.

General

Pursuant to the Lease, the Tenant has leased during the Initial Term (asdefined below) the Property, which contains all 94,149 rentable squarefeet of office space in the Old American Life Insurance Building (the“Building”), comprised of (i) 66,369 rentable square feet of officespace on floors 1 through 3 of the Building and (ii) 27,780 rentablesquare feet of space in the Building's basement, which is utilized as acafeteria, print shop and other office service facilities and (iii) theBuilding's three-story covered parking garage, containing spaces for 250cars. The term “Premises,” as used herein, shall refer to the Property(including the Building).

Term

The initial 20-year term of the Lease (the “Initial Term”) commenced onDec. 29, 1989 and will expire on Dec. 31, 2009, unless sooner terminatedin accordance with the provisions of the Lease pertaining to casualtyloss or condemnation or the exercise of the Landlord's remedies underthe Lease. The Tenant has the option to extend the term of the Lease fortwo additional periods of five years (each, a “Renewal Term”). TheInitial Term and the Renewal Terms are sometimes collectively referredto herein as the “Term.”

In the event that the Property has been subleased to not more than twosubtenants, for a term, including renewals, which shall expire not morethan three years after the expiration of the Term, the Tenant shall havethe right, at its option, to renew the Term for an additional period ofeither one, two or three years, so that the Term, as so renewed, shallexpire after the expiration of such subleases; provided, Tenant shallhave no further right to renew or extend the Term of the Lease. (ArticleIII.D.) Base Rent

The Tenant is obligated to pay the annual base rent (“Base Rent”) inequal installments on the first day of each month during the Term,without any right of set-off or deduction whatsoever. The annual andmonthly Base Rent prescribed by the Lease during each year during theInitial Term and Renewal Terms is as follows:

Year ending December 31, Annual Monthly Base Base Rent Rent 1995-1999,inclusive $  932,650 $ 77,720.83 2000-2004, inclusive  1,072,548 89,379.00 2005-2009, inclusive  1,233,430  102,785.83 First RenewalTerm: 2010-2014, inclusive  1,418,445  118,203.75 Second Renewal Term:2015-2019, inclusive  1,631,211  135,934.25

Net Lease

The Lease is a so-called “triple-net” lease—i.e., it is the intent ofLandlord and Tenant that the Lease will yield, net to Landlord, the BaseRent as above specified, and that all costs and expenses relating to thePremises shall be paid by the Tenant. (Article V.A.) Accordingly, inaddition to Base Rent, the Tenant shall pay as additional rent, withoutright of reduction, set-off or abatement, all costs and expensesrelating to the Premises, including taxes, utility expenses and costs ofinsurance, and repair and maintenance expenses, all as more fullydescribed below.

Taxes

Tenant has agreed to pay as additional rent, before any fine or costsmay be added for nonpayment, all real estate taxes, assessments, waterand sewer rents, rates and charges, ad valorem taxes, gross receiptstaxes, sales and use taxes, and other similar governmental charges whichmay at any time during the Term be assessed in respect of the Premisesand to furnish to Landlord official receipts or other satisfactory proofevidencing such payment. (Article VI.A.)

Repairs and Maintenance

Tenant is required, at its sole cost and expense, to keep the Premisesand all parts thereof, including without limitation, all sidewalks,curbs, parking areas, access ways and landscaped areas, in good order,repair and condition, whether interior or exterior, structural ornonstructural, ordinary or extraordinary, foreseen or unforeseen,including, without limitation, repair of all glass, utilities, conduits,fixtures, equipment, foundations, roofs, exterior and interior walls,heating and air conditioning systems, lighting fixtures, wiring,plumbing, sprinkler systems, paving, sidewalks, roads, parking areas,curbs, gutters and fences. The necessity for and adequacy of all repairsto be made to the Premises pursuant to the Lease shall be measured bythe standard which is appropriate for suburban office buildings in theKansas City metropolitan area of similar construction, class and age.(Article VII.A.)

If, during the last twelve months of the Term, Tenant is requiredpursuant to any applicable legal requirement to make structural repairsor alterations to the Premises (a “Mandated Repair”), then in such caseif a Mandated Repair must be completed prior to the expiration of theTerm, Tenant shall be responsible for completing the Mandated Repair atits sole cost and expense. If, however, a Mandated Repair may becompleted over a period of time which extends beyond the expiration ofthe Term, but work on such Mandated Repair must be commenced prior tothe expiration of the Term, then in such event Tenant is required tocommence the work on the Mandated Repair and is obligated to pay thatportion of the work which is equal to the result obtained by pro ratingthe total cost of the Mandated Repair over the period of time duringwhich such Mandated Repair may or must be completed and allocating toTenant the amount allocable to the balance of the Term. (Article VII.C.)

Utilities and Services

Landlord is not required to furnish any utilities or services to Tenant.Tenant is responsible for the procurement of and payment for all chargesfor electricity, power, gas, steam, water, telephone and other utilitiesand services, including without limitation, cleaning and maintenanceservices used in connection with the Premises. (Article XI).

Insurance

Tenant shall maintain at all times, at its sole cost and expense,insurance coverage as follows:

1. All-risk property insurance for the full (100%) replacement cost ofthe Property (with a deductible of not more than $25,000);

2. Commercial general public liability insurance against claims forbodily injury, death or property damage occurring on or about thePremises in a single limit amount of $10,000,000 with respect to bodilyinjury or death arising out of any one accident or occurrence;

3. Boiler and machinery insurance in the amount of at least $1,000,000(with a deductible of not more than $10,000);

4. Worker's compensation insurance to the extent required by law;

5. During any period of construction with respect to the Building,builders' risk insurance on a completed value basis for the total costof any alterations;

6. If and to the extent such insurance is commonly obtained by prudentowners of suburban office buildings in the Kansas City metropolitanarea, environmental impairment insurance in such amounts as are commonlyobtained by such prudent owners. Notwithstanding the foregoing, Tenantshall not be required to carry such environmental impairment insuranceso long as its net worth exceeds Tenants Minimum Net Worth (as defined)(and further provided that, to the extent that Tenant is required tocarry such insurance because its net worth is equal to or less thanTenant's Minimum Net Worth, Tenant may maintain a deductible withrespect to such insurance of not more than 5% of its net worth);

7. Such other insurance in such amounts as are commonly obtained at thetime in question by prudent owners of suburban office buildings in theKansas City metropolitan area.

For purposes of the foregoing paragraph (6), “Tenant's Minimum NetWorth” is an amount equal to the greater of (i) $50,000,000 or (ii) theproduct of (1) 50 times (2) the Base Rent and taxes with respect to thePremises payable by the Tenant in the then-current calendar year. Allinsurance maintained by Tenant with respect to the Premises must nameLandlord as an additional insured as its interest may appear. Inaddition, at the request of Landlord, but not more than once every threeyears, Tenant at Tenant's sole cost and expense shall increase thelimits of liability on any of the insurance policies Tenant is otherwiserequired to maintain to such greater amounts as Landlord shallreasonably request. (Article XI)

All insurance required to be maintained by Tenant shall be written bycompanies of nationally recognized financial standing, reasonablysatisfactory to the Trustee in its capacity as landlord under the Lease.The Trust Agreement further provides that the Trustee will not acceptinsurance written by any company, unless such company has a claimspaying rating of “BBB+” or better as determined by Standard & Poor'sCorporation.

All proceeds of insurance maintained by Tenant under the Lease shall bepayable to and administered by the Trustee under the terms of the TrustAgreement.

Fire and Other Casualty

In the event of (a) damage or destruction during the second to last yearof the Term (the repair and restoration of which would cost in excess of75% of the replacement value of the Premises) or (b) in the event ofdamage or destruction during the last year of the Term (the repair andrestoration of which would cost in excess of 25% of the replacementvalue of the Premises) (each such events in clause (a) and (b) a“Casualty Loss”), then in each such event, Landlord or Tenant, upon 30days' written notice to the other, may terminate the Lease, providedthat any and all insurance proceeds in such case received by Tenant arerequired to be paid to and assigned to Landlord. Notwithstanding theforegoing, Tenant shall not have the right to terminate the Lease if (a)any damage or destruction is caused by an uninsured casualty, (b) Tenantshall have failed to maintain the insurance required to be maintainedunder the Lease or (c) Landlord is unable for any reason to collect allinsurance proceeds which would otherwise be payable by Tenant'sinsurance carriers in connection with such damage or destruction. Inaccordance with the terms of the Trust Agreement, the Trustee, in itscapacity as landlord under the Lease, has been irrevocably instructednot to exercise its right to terminate the Lease upon the occurrence ofa Casualty Loss. See “THE TRUST AGREEMENT—Specific Duties ofTrustee—Casualty Loss.” (Article XIV.B.)

Upon the occurrence of a Casualty Loss giving rise to a Casualty LossTermination, the Trustee, in its capacity as landlord under the Leaseand pursuant to the terms of the Trust Agreement, is obligated toutilize such insurance proceeds to restore the Building to substantiallythe same condition as existed immediately prior to the Casualty Lossgiving rise to such Casualty Loss Termination. The Trustee is requiredpursuant to the Trust Agreement to procure rental interruption insurancein an amount sufficient to assure that holders of Certificates willreceive when due monthly Certificate Payments with respect to theCertificates. There can be no assurance that receipt by the Trustee ofany such casualty insurance or rental interruption insurance proceedswill be at such time or times sufficient to assure timely payment withrespect to the Certificates. See “THE TRUST AGREEMENT—Specific Duties ofTrustee—Rental Interruption Insurance.”

Condemnation

Tenant has irrevocably assigned to Landlord any award or payment towhich Tenant may be or become entitled by reason of any taking of thePremises or any part thereof by condemnation or other eminent domainproceedings pursuant to any law, general or special, by any governmentalauthority, civil or military. Notwithstanding the foregoing, Tenantshall have the right to any award or payment on account of Tenant'strade fixtures, equipment and moving expenses, to the extent Tenantshall have a right to make a separate claim therefor against theappropriate governmental authority. (Article XV.A.)

If less than 50% of the Premises shall be taken by condemnation or othereminent domain proceedings pursuant to any law, general or special, orthe use or occupancy of the Premises or any part thereof shall betemporarily requisitioned by any governmental authority, civil ormilitary, then the Lease shall continue in full force and effect withoutabatement or reduction of Base Rent, additional rent or other sumspayable by Tenant. In such event, Tenant is obligated after such takingor requisition, at its sole cost and expense, to repair any damagecaused by any such taking or requisition in conformity with theprovisions in the Lease governing the making of alterations to thePremises. (Article XV.E.)

If all or substantially all of the Property shall be taken bycondemnation or other eminent domain proceedings, then the Lease shallterminate on the day preceding the date of the vesting of title to thePremises or portion thereof in the condemning authority, and Base Rentand additional rent shall be paid to the date of such termination.(Article XV.B.)

If condemnation shall affect at least 50% of the Premises and, inTenant's reasonable judgment, shall render the Premises unsuitable forrestoration for continued use and occupancy (a “Total Condemnation”),then Tenant shall, not later than 30 days after such condemnation,deliver to Landlord (i) notice of its intention to terminate the Leaseon the next rental payment date which occurs not less than 90 days afterthe delivery of such notice (the “Condemnation Termination Date”), (ii)a certificate of an authorized officer of the Tenant describing theevent giving rise to such termination and (iii) an irrevocable offer byTenant to Landlord to purchase on the Condemnation Termination Date (a)any remaining portion of the Premises and (b) the right to receive thenet proceeds, it any, payable in connection with such condemnation, at aprice equal to ten times the then annual Base Rent. If Landlord shallreject such offer by notice given to Tenant not later than 15 days priorto the Condemnation Termination Date, the Lease shall terminate on theCondemnation Termination Date upon payment by Tenant of all Base Rent,additional rent and other sums then due and payable to and including theCondemnation Termination Date. (Article XV.C.) Notwithstanding theforegoing and notwithstanding any direction to the contrary of theCertificateholders, the Trustee pursuant to the terms of the TrustAgreement is irrevocably instructed to accept the Tenant's offer topurchase the Property required to be made upon the occurrence of a TotalCondemnation pursuant to the provisions of the Lease (or the comparableprovisions of any Replacement Lease). See “THE TRUST AGREEMENT—SpecificDuties of Trustee—Condemnation.”

Assignment and Subletting

Tenant shall have the right to assign the Lease (in whole, but not inpart) or to sublet the Premises (in whole or in part) without theconsent of Landlord, provided that in the case of a subletting, nosubletting shall be for a term ending later than one day prior to theexpiration date of the Term. No assignment shall be deemed a waiver ofany agreement, term, covenant or condition of the Lease or a release ofTenant from the performance or further performance by Tenant of theagreements, terms, covenants, conditions of the Lease, and Tenant shallcontinue to be primarily liable under the Lease in accordance with itsterms. (Article XVI.A.)

The merger or consolidation or sale of substantially all the assets ofTenant shall be deemed to be an assignment of the Lease. However, itshall be a condition precedent to the merger of Tenant into anothercorporation or the consolidation of the Tenant with one or more othercorporations, that the surviving entity shall (i) have a minimum networth at least equal to the net worth of Tenant immediately prior tosuch merger or consolidation, (ii) deliver to Landlord a certifiedfinancial statement evidencing satisfaction of the requirement set forthin the foregoing clause (i), and (iii) deliver to Landlord anacknowledged instrument in recordable form assuming all obligations,covenants and responsibilities of Tenant under the Lease. (ArticleXVI.E.) See “THE TRUST AGREEMENT—Assignment of Lease.”

Environmental Matters

Tenant has agreed not to use, manufacture, store, dispose or sell anysubstance or material (collectively, “Hazardous Materials”) identifiedto be toxic, or hazardous according to any applicable federal, state orlocal statute, law, rule or regulation relating to regulation or controlof toxic or hazardous substances or materials (“Environmental Laws”). IfTenant receives any written notice of any event involving the use,spill, discharge, dumping or clean-up of any Hazardous Material in at orabout the Premises or into the sewer, septic system or waste treatmentsystem servicing the Premises (any such event being hereinafter referredto as a “Hazardous Discharge”) or any complaint, order, citation ornotice with regard to such Hazardous Discharge, then in such eventTenant shall give immediate oral and written notice of same to Landlord.

For purposes of the Lease, the following event constitutes an Event ofDefault:

If the Environmental Protection Agency, or any other local, state orfederal agency asserts or creates a lien upon any or all the Premises byreason of (a) the presence of Hazardous Materials in, on, under, at orabout the Premises, (b) the occurrence of a Hazardous Discharge, (c) anenvironmental complaint, or (d) any violation of any environmental lawor otherwise; or if the EPA or any other local, state or federal agencyasserts a written claim against Tenant, the Premises or Landlord fordamages or clean-up costs related to the presence of HazardousMaterials, a Hazardous Discharge or an environmental complaint on orpertaining to the Premises; provided, however, such claim or lien shallnot constitute a default if, within ten days after Tenant receiveswritten notice of such lien or claim:

(a) Tenant shall commence and shall thereafter pursue with due diligenceeither (i) the cure or correction of the event which constitutes thebasis for the claim of lien and continues with due diligence to pursuesuch cure or correction to completion or (ii) proceedings for aninjunction, restraining order or other appropriate proceedings arebrought by Tenant with due diligence seeking relief of the matter givingrise to the claim and the relief thereby obtained is not thereafterreversed on appeal; and

(b) In either of the foregoing events, Tenant shall have posted a bond,letter of credit or other security required by law satisfactory in form,substance and amount to the agency or entity asserting the claim tosecure the proper and complete cure or correction of the event whichconstitutes the basis for the claim.

Tenant has agreed to defend, indemnify and hold Landlord harmless fromand against any and all claims, including without limitation wrongfuldeath actions and third-party claims (but excluding claims forconsequential damages) arising directly or indirectly from the presenceof any Hazardous Material in, on, under, at or about the Premises or anyHazardous Discharge in, on, under, at or about the Premises, or anyenvironmental complaint. (Article XIII.)

Alterations

Tenant, at its sole cost and expense, may make alterations or additionsor other improvements to the Premises or any part thereof, provided thatany alterations or additions (i) shall not reduce the fair market valueof the Premises below its value immediately before such alteration orimpair the usefulness or structural integrity of the Building or changethe use thereof; (ii) shall not reduce the gross leaseable area of thePremises, (iii) are effected in good and workmanlike manner in a safeand careful fashion in compliance with all applicable legal requirementsand (iv) are fully paid for by the Tenant. (Article VII.)

Covenant Against Liens

Tenant shall not permit any mechanics' or similar liens for labor ormaterials furnished to the Premises during the Term to be filed againstthe Premises or any part thereof and, if such lien shall be filed,Tenant shall either pay the same or procure the discharge thereof in anymanner permitted by law within 30 days after such filing. Tenant shallindemnify Landlord and save Landlord harmless from and against any andall loss, damage, claims, liabilities, judgments, costs and expensesarising out of the filing of any such lien. (Article X.)

Default Provisions; Landlord's Remedies

The occurrence of any of the following events constitutes an event ofdefault (an “Event of Default”) under the Lease:

1. Tenant's failure to pay any Base Rent, additional rent or any othersum required to be paid pursuant to the Lease, and such failure shallcontinue for 10 days after notice to Tenant of such failure. Under theterms of the Trust Agreement, the Trustee is required to give notice tothe Tenant within two days following the non-payment when due of anyrent or other monies required to be paid by Tenant to the Trustee, inits capacity as landlord under the Lease;

2. The occurrence of an Event of Default described under “EnvironmentalMatters” above;

3. Tenant's failure to observe or perform any other provision of theLease and such failure shall continue for 30 days after notice to Tenantof such failure;

4. If Tenant shall make an assignment for the benefit of creditors, orshall file a voluntary petition under any bankruptcy or insolvency lawor an involuntary petition alleging any act of bankruptcy or insolvencyshall be filed against Tenant, and the occurrence of certain otherbankruptcy-related events, and in such case such events shall occur andcontinue without the acquiescence of Tenant for a period of 90 days;

5. The occurrence of any event or contingency whereby the Lease or theestate thereby created or the unexpired balance of the Lease Term would,by operation of law or otherwise, devolve upon pass to any person, firmor corporation, except as expressly permitted in the Lease; or

6. If Tenant shall abandon all of the Demised Premises by vacating thepremises and failing to (i) maintain the premises, (ii) make all repairsthereto, (iii) maintain security and/or (iv) comply with all the terms,covenants and provisions thereof for a period in excess of 30 days.

If an Event of Default shall have occurred and be continuing, Landlordshall have the right to give Tenant a five-day notice of Landlord'stermination of the Lease. Upon expiration of such five-day period, theLease and the estate thereby granted shall expire and terminate, and allrights of Tenant under the Lease shall expire and terminate, but Tenantshall remain liable under the Lease as hereinafter provided. (ArticleXVIII.B.)

Upon the occurrence of an Event of Default, Landlord shall have thefollowing additional rights and remedies:

1. Landlord shall have the right to reenter the Premises, to dispossessTenant by a summary proceeding or other appropriate suit and, atTenant's expense, to remove, for the sole benefit of Landlord, Tenant'seffects and to hold the Premises and the right to receive all rental andother income of and from the Premises;

2. In the case of any such reentry termination and/or disposition theBase Rent, Additional Rent and any other sums payable by Tenant underthe Lease shall become immediately due and be paid up to the time ofsuch reentry, disposition and/or termination, together with suchreasonable expenses as Landlord may incur for legal expenses, attorneys'fees and disbursements; Landlord may relet the premises or any part orparts thereof for a term or terms which may at Landlord's option be lessthan or exceed the period which would otherwise have constituted thebalance of the Term;

3. Tenant shall also pay to Landlord as liquidated damages an amountequal to the Liquidated Damages Amount set forth in the Lease; and

4. Landlord shall have the right to invoke any remedy allowed at law orin equity as if reentry, summary proceedings and other remedies were notprovided for in the Lease.

In the event of any termination of the Lease or in the event thatLandlord shall reenter the premises as above described, Tenant will payto Landlord as liquidated damages, at the election of Landlord, either:

(i) A sum equal to the excess, if any, discounted at 8% per annum, of(x) the full amount of Rent reserved under the Lease for the balance ofthe unexpired portion of the Initial Term, or a Renewal Term, asapplicable, and the Additional Rent and other charges or sums payable byTenant hereunder which would have been payable had the Lease not soterminated, over (y) the aggregate rental value of the Premises for thesame period considered on a net rental basis, such sum to be immediatelydue in full upon such termination or reentry; or

(ii) a sum which is equal to the aggregate of the Base Rent reservedunder the Lease for the balance of the unexpired portion of the InitialTerm or Renewal Term, as applicable, and the Additional Rent and othercharges or sums payable by Tenant thereunder which would have beenpayable by Tenant had the Lease not so terminated, or had Landlord notso reentered the Premises, payable upon the due dates specified in theLease following such termination or such reentry and until the date forthe expiration of the Initial Term or such Renewal Term, as applicable,as provided herein. (Article XVIII.E.)

Pursuant to the terms of the Trust Agreement, the Trustee or theServicer, as the case may be, will in all cases elect the measure ofdamages described above which will, in the reasonable judgment of theTrustee or Servicer, as the case may be, result in the maximum award tothe Trustee in respect of such Event of Default.

THE CERTIFICATES

General

The Certificates will be issued only in fully registered form. TheCertificates will be issued in denominations of $20,000 and in integralmultiples of $1,000 in excess thereof.

The Certificates will be initially registered through a book-entry onlysystem operated by The Depository Trust Company, New York, New York(“DTC”). Details of payments of the Certificates and the book-entry onlysystem are described below under the subcaption “Book-Entry OnlySystem”. Except as described under the subcaption “Book-Entry OnlySystem” below, beneficial owners of the Certificates will not receive orhave the right to receive physical delivery of Certificates, and willnot be or be considered to be the Owners thereof. Accordingly,beneficial owners must rely upon (i) the procedures of DTC and, if suchbeneficial owner is not a DTC Participant (as described below), the DTCParticipant who will act on behalf of such beneficial owner to receivenotices and payments of Lease Payments with respect to the Certificates,and to exercise voting rights and (ii) the records of DTC and, if suchbeneficial owner is not a DTC Participant, such beneficial owner's DTCParticipant, to evidence its beneficial ownership of the Certificates.So long as DTC or its nominee is the registered owner of theCertificates, references herein to Holders or owners of suchCertificates shall mean DTC or its nominee and shall not mean thebeneficial owners of such Certificates. The laws of some states mayrequire that certain purchasers of securities take physical delivery ofsuch securities in definitive form. Such limits and laws may impair theability to transfer beneficial interests in a Certificate.

If at any time the Holder of any Certificate shall request that itsCertificate be registered in its name and not that of Cede & Co., theTrustee shall promptly take such action as is necessary to authenticateand deliver to such Holder Certificates registered in its name or thatof its nominee.

Prepayment

Except as set forth below and except for monthly Certificate Paymentsmade in accordance with the payment schedule attached hereto as ExhibitC, the Certificates will not be prepaid, in whole or in part, prior toexpiration of the Term Interest on Dec. 31, 2009. The Certificates shallbe prepaid prior to expiration of the Term Interest only upon theoccurrence of a Total Condemnation (see “THE LEASE—Condemnation” and“THE TRUST AGREEMENT—Specific Duties of Trustee—Condemnation”) throughthe application of moneys on deposit in the Certificate DistributionAccount under the Trust Agreement. In each such case, prepayment shallbe in an amount equal to the then-applicable Prepayment Amount specifiedin Appendix B to the Trust Agreement, but without premium.

Certificate Payments

The sole source of payment of Certificate Payments with respect to theCertificates will be the Tenant's monthly Lease Payments of Base Rentunder the Lease. The ability of the Trust to make timely CertificatePayments with respect to the Certificates will be entirely dependentupon its receipt of timely Lease Payments by the Tenant under the Lease.Under the Trust Agreement and the Lease, the Tenant is required to makeLease Payments of Base Rent directly to the Trustee. The Trustee willapply these payments as described under “THE TRUST AGREEMENT—CertificatePayments.”

Book-Entry Only System

The following information has been furnished by DTC for use in thisOffering Memorandum and neither the Placement Agent nor the Grantortakes any responsibility for its accuracy or completeness.

DTC will act as securities depository for the Certificates. TheCertificates will be registered in the name of Cede & Co. (DTC'spartnership nominee). One fully-registered Certificate will be issued inthe aggregate issuance amount and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New YorkBanking Law, a “banking organization” within the meaning of the New YorkUniform Commercial Code, and a “clearing agency” registered pursuant tothe provisions of Section 17A of the Securities Exchange Act of 1934.DTC holds securities that its participants (“Participants”) deposit withDTC. DTC also facilitates the settlement among Participants ofsecurities transactions, such as transfers and pledges, in depositedsecurities through electronic computerized book-entry changes inParticipants' accounts, thereby eliminating the need for physicalmovement of securities certificates. Direct Participants includesecurities brokers and dealers, banks, trust companies, clearingcorporations, and certain other organizations. DTC is owned by a numberof its Direct Participants and by the New York Stock Exchange, Inc., theAmerican Stock Exchange, Inc., and the National Association ofSecurities Dealers, Inc. Access to the DTC system is also available toothers such as securities brokers and dealers, banks, and trustcompanies that clear through or maintain a custodial relationship with aDirect Participant, either directly or indirectly (“IndirectParticipants”). The Rules applicable to DTC and its Participants are onfile with the Commission.

Purchases of the Certificates under the DTC system must be made by orthrough Direct Participants, which will receive a credit for theCertificates on DTC's records. The ownership interest of each actualpurchaser of each Certificate (“Beneficial Owner”) is in turn to berecorded on the Direct and Indirect Participants' records. BeneficialOwners are expected to receive written confirmations providing detailsof the transaction, as well as periodic statements of their holdings,from the Direct or Indirect Participant through which the BeneficialOwner entered into the transaction. Transfers of ownership interests inthe Certificates are to be accomplished by entries made on the books ofParticipants acting on behalf of Beneficial Owners. Except as otherwiseprovided herein, Beneficial Owners will not receive certificatesrepresenting their ownership interests in the Certificates, except inthe event that use of the book-entry system for the Certificates isdiscontinued.

To facilitate subsequent transfers, all Certificates deposited byParticipants with DTC are registered in the name of DTC's partnershipnominee, Cede & Co. The deposit of the Certificates with DTC and theirregistration in the name of Cede & Co. effect no change in beneficialownership. DTC has no knowledge of the actual Beneficial Owners of theCertificates; DTC's records reflect only the identity of the DirectParticipants to whose accounts such Certificates are credited, which mayor may not be the Beneficial Owners. The Participants will remainresponsible for keeping account of their holdings on behalf of theircustomers.

Conveyance of notices and other communications by DTC to DirectParticipants, by Direct Participants to Indirect Participants, and byDirect Participants to Beneficial Owners will be governed byarrangements among them, subject to any statutory or regulatoryrequirements as may be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to theCertificates. Under its usual procedures, DTC mails an Omnibus Proxy tothe Trust as soon as possible after the record date. The Omnibus Proxyassigns Cede & Co.'s consenting or voting rights to those DirectParticipants to whose accounts the Certificates are credited on therecord date (identified in a listing attached to the Omnibus Proxy).

Certificate Payments with respect to the Certificates will be made toDTC. DTC's practice is to credit Direct Participants' accounts onpayable date in accordance with their respective holdings shown on DTC'srecords unless DTC has reason to believe that it will not receivepayment on payable date. Payments by Participants to Beneficial Ownerswill be governed by standing instructions and customary practices, as isthe case with securities held for the accounts of customers in bearerform or registered in “street name,” and will be the responsibility ofsuch Participant and not of DTC, the Trustee, or the Trust, subject toany statutory or regulatory requirements as may be in effect from timeto time. Payment of Certificate Payments to DTC is the responsibility ofthe Trustee, disbursement of such payments to Direct Participants shallbe the responsibility of DTC, and disbursement of such payments to theBeneficial Owners shall be the responsibility of Direct and IndirectParticipants.

DTC may discontinue providing its services as securities depository withrespect to the Certificates at any time by giving reasonable notice tothe Grantor or the Trustee. Under such circumstances, if a successorsecurities depository is not obtained, certificates for the Certificatesare required to be printed and delivered.

The Trust may decide to discontinue use of the system of book-entrytransfers through DTC (or a successor securities depository). In thatevent, certificates for the Certificates will be printed and delivered.

THE TRUST AGREEMENT

Set forth below is a summary of certain provisions of the TrustAgreement governing the terms of the Trust. The description andsummaries of the Trust Agreement hereinafter set forth do not purport tobe comprehensive or definitive, and reference is made to the TrustAgreement for the complete details of all terms and conditions. Allstatements herein are qualified in their entirety by reference to theTrust Agreement, a copy of which is attached as Exhibit D to thisOffering Memorandum.

General

The Trust Agreement sets forth the terms and conditions on which TheFirst National Bank of Chicago, as Trustee, shall hold the TermInterest. The Trust Agreement establishes the duties and obligations ofthe Trustee regarding the collection and distribution of funds and otheradministrative responsibilities relating to the Term Interest.

Certificate Distribution Account

The Trust Agreement creates and establishes a special and segregatedtrust account, in the name of the Trustee on behalf of the Trust and forthe benefit of Certificateholders (the “Certificate DistributionAccount”), into which will be deposited (i) all monthly Lease Paymentsof rent made on or with respect to the Lease and (ii) Net Compensationpayable upon the occurrence of a Total Condemnation. The CertificateDistribution Account must be established at a bank or other financialinstitution (i) authorized pursuant to applicable laws to exercisecorporate trust powers with respect to the Term Interest; (ii) having acombined capital and surplus of at least $50,000,000 and subject tosupervision or examination by federal or state authorities; and (iii)having (or having a parent which has) a long term unsecured debt ratingof at least BBB+ by Standard & Poor's Corporation (an “Eligible Bank”).

Funds in the Certificate Distribution Account will be invested asprovided in the Trust Agreement in “Eligible Investments”. “EligibleInvestments” are defined generally as

(i) demand and time deposits in, or certificates of deposit of, anydepository institution or trust company (including the Trustee)incorporated under the laws of the United States or any state thereofhaving a combined capital and surplus of at least $25,000,000 andsubject to supervision and examination by federal and/or state bankingauthorities; provided, however, that such deposits shall be in amountsno greater than $100,000 for any one such depository institution ortrust company unless the commercial paper or other unsecured short-termobligations of such depository institution or trust company are rated atleast A+ by Standard & Poor's Corporation;

(ii) direct obligations of, and obligations fully guaranteed by, theUnited States of America, the Federal Home Loan Mortgage Corporation,FNMA, Federal Farm Credit System, the Federal Home Loan Banks or anyagency or instrumentality of the United States of America theobligations of which are backed by the full faith and credit of theUnited States of America;

(iii) bankers' acceptances issued by any depository institution or trustcompany (including the Trustee) meeting the requirements of clause (i)above; provided, however, that at the time of such investment orcontractual commitment providing for such investment the commercialpaper or other unsecured short-term debt obligations of such depositoryinstitution or trust company carry at least the ratings required underclause (i) above;

(iv) repurchase obligations with respect to any securities described inclause (ii) above or any other security issued or guaranteed by anyinstrumentality of the United States of America, the obligations ofwhich are backed by the full faith and credit of the United States ofAmerica; provided, however, that in either case, such security shallhave a remaining maturity of one year or less and such repurchaseobligation shall have been entered into with a depository institution ortrust company (acting as principal) of the type described in the provisoto clause (iii) above; and

(v) commercial paper (including both non-interest bearing discountobligations and interest bearing obligations payable on demand or on aspecific date not more than one year after the date of issuance thereof)rated at least A+ by Standard & Poor's Corporation.

Investments of amounts on deposit in the Certificate DistributionAccount described below with respect to any Distribution Date arelimited to obligations or securities that mature not later than thecorresponding Distribution Date.

The Trust Agreement also creates and establishes a special andsegregated trust account, in the name of the Trustee on behalf of theTrust and for the benefit of Certificateholders (the “Rating AgencyAccount”), into which the amount of $17,500 will be deposited by theGrantor initially on the Closing Date. The funds on deposit in theRating Agency Account shall be used to fund the annual rating agencymonitoring fee payable to Standard & Poor's Corporation, which fee shallbe payable annually in an amount not presently expected to exceed$2,000. Funds on deposit in the Rating Agency Account will be investedas provided in the Trust Agreement in Eligible Investments. If, upontermination of the Term Interest or earlier termination of the Trust(see “Termination of the Trust” below), there shall remain any unappliedbalance in the Rating Agency Account, such unapplied balance shall bedistributed to the Grantor.

Certificate Payments

The Servicer will deposit all Lease Payments made by the Tenant withrespect to the Lease into the Certificate Distribution Account withintwo days of receipt by the Servicer thereof. On the 15th day of eachmonth, commencing Sep. 15, 1995 and ending on Dec. 15, 2009 (each, a“Distribution Date”), the Trustee will distribute to each holder ofCertificates as of the immediately preceding Record Date such holder'sratable share of the amount of Distributable Funds then on deposit inthe Certificate Distribution Account. Distributable Funds includes thetotal balance of funds then in the Certificate Distribution Account lessthe sum of: (i) $25,000; plus (ii) the amount of all Reimbursable Costsincurred by the Trustee for which the Trustee has not previously beenreimbursed; plus (iii) the amount of all Reimbursable Costs reasonablyanticipated by the Trustee to be incurred prior to the next succeedingDistribution Date; plus (iv) the amount of any Net Casualty Proceedsand/or any Net Compensation deposited in the Certificate DistributionAccount pending application in accordance with the terms of the TrustAgreement; plus (v) any Additional Servicing Fee payable to the Servicerpursuant to the terms of the Servicing Agreement; plus (vi) the amountof any investment earnings (net of losses and investment expenses) onamounts on deposit in the Certificate Distribution Account; plus (vii)the amount of any Trustee's fees payable pursuant to the terms of theTrust Agreement. The Trustee has a priority right to reimbursement ofReimbursable Costs incurred pursuant to the Trust Agreement from LeasePayments received by the Trustee and, if necessary, from the TrustEstate. On the Final Distribution Date, the Distributable Funds shall becalculated without regard to clauses (i), (iii) and (vi) above. On eachDistribution Date, the Trustee will include with the distribution toeach Certificateholder a statement itemizing Lease Payments received,Reimbursable Costs incurred and the calculation of the amount ofDistributable Funds.

For purposes of calculating Distributable Funds, “Reimbursable Costs”include all fees, expenses, costs or other charges incurred in goodfaith by the Trustee in the performance of its duties and obligationsunder the Trust Agreement. By way of example, Reimbursable Costs includeall fees and expenses incurred by the Trustee in connection with theengagement by the Trustee of the Servicer and counsel to advise theTrustee regarding the discharge by the Trustee of its obligations underSection 6.2 of the Trust Agreement upon the occurrence of an Event ofDefault, Casualty Loss Termination or Total Condemnation.

General Duties of Trustee

The Trustee shall generally have only such duties as are specificallyset forth in the Trust Agreement relating to the administration of theTrust in the interest of the holders of the Certificates and is requiredto discharge such duties in accordance with its general obligations ofloyalty and prudence as Trustee. In addition, the Trustee shall berequired to give and receive all notices in respect of the Trust Estateas more specifically set forth in the Trust Agreement.

Specific Duties of Trustee

Actions to be Taken By Trustee Upon Event of Default under Lease;Termination of Lease. The Trustee is required to engage the Servicerpursuant to the terms of the Servicing Agreement to monitor on behalf ofthe Trustee performance by the Tenant under the Lease, to give andreceive notices required or appropriate to be given or received by theTrustee in its capacity as landlord under the Lease, and to otherwiseperform on behalf of the Trustee its obligations, in its capacity aslandlord under the Lease, in accordance with the terms of the TrustAgreement and the Servicing Agreement.

If an Event of Default shall occur under the Lease, the Trustee mustgive, or cause the Servicer to give, notice thereof to the holders ofCertificates and the Tenant within not less than two business days afterthe date the Trustee first obtains knowledge of the occurrence of suchEvent of Default. If so directed in writing by the holders ofCertificates, the Trustee shall initiate, or cause the Servicer toinitiate on its behalf, such actions, including the commencement oflegal proceedings, as shall in the reasonable judgment of counselretained by the Trustee for such purpose be necessary or appropriate topreserve the Trust Property and to enforce the rights and remedies ofthe Trust, in its capacity as the landlord under the Lease. All costsand expenses incurred by the Trustee in so acting shall constituteReimbursable Costs. The Trustee shall not be required to take anyaction, incur any expense or advance any funds unless: (i) there shallthen be on deposit in the Certificate Distribution Account fundssufficient, in the reasonable judgment of the Trustee, to provide forreimbursement of all Reimbursable Costs incurred or to be incurred bythe Trustee in acting at the direction of the holders of Certificates;or (ii) the Trustee shall have received assurances from the holders ofCertificates as to the source and manner for the reimbursement of suchReimbursable Costs reasonably satisfactory to the Trustee (clauses (i)and (ii) above being hereinafter referred to as the “ReimbursementConditions”). If the Trustee shall seek such assurances and the holdersof Certificates shall fail or refuse to provide the same within fifteen(15) days after demand therefor by the Trustee, such failure or refusalshall constitute a Termination Event and the Trustee shall be excusedfrom taking any further action with respect to such Event of Default.

If the Lease or Tenants right to possession of the Property thereundershall be terminated in connection with an Event of Default, a CasualtyLoss Termination or Total Condemnation (see “Casualty Loss; CasualtyLoss Termination” and “Condemnation”, below), the Trustee shall directthe Servicer to provide usual and customary property and assetmanagement services pursuant to the Servicing Agreement with respect tothe Property pursuant to a written management agreement. The Trusteeshall initiate such actions as are, in the reasonable judgment of theServicer and counsel engaged by the Trustee for such purpose, necessaryand appropriate to (i) preserve the Trust Estate and maintain theProperty, including the payment of property taxes, insurance premiumsand other reasonable costs and expenses of maintaining and preservingthe Property in good operating condition and (ii), if so directed inwriting by the holders of Certificates, procure a Replacement Lease orLeases on such terms and conditions as shall be approved in writing bythe Certificateholders. The Trustee shall not be required to take anysuch action unless the Reimbursement Conditions shall have beensatisfied. A “Replacement Lease” is any lease for all or any portion ofthe Property, which lease (A) shall require the Tenant thereunder at itssole cost and expense to (i) maintain at least the insurance prescribedby the Lease, (ii) pay all ad valorem and other real property taxeslevied against the Property and (iii) maintain or cause the Property tobe maintained in good operating condition and in compliance with allapplicable laws and (B) shall have been submitted to Standard & Poor'sCorporation (“S&P”), and S&P shall have confirmed that such ReplacementLease shall not result in a downgrade, qualification or withdrawal ofits then-assigned rating with respect to the Certificates.

Casualty Loss. In the event of a Casualty Loss affecting the Propertyinvolving a loss in excess of $100,000, the Trustee is required to givewritten notice to the holders of Certificates within not less than fivebusiness days after the date the Trustee first obtains knowledge of suchCasualty Loss. The Trustee shall establish at an Eligible Bank asegregated trust account (the “Casualty Account”), into which the NetCasualty Proceeds from such Casualty Loss shall be deposited inaccordance with Article XIV of the Lease (or any comparable provision ofany Replacement Lease), and the Trustee, in its capacity as landlordunder the Lease, shall exercise the rights and remedies set forth underArticle XIV of the Lease (or the comparable provisions of anyReplacement Lease) in connection with the restoration of the Property bythe Tenant.

If such Casualty Loss results in a Casualty Loss Termination of theLease, the Trustee shall deposit into the Casualty Account the NetCasualty Proceeds, which shall be applied by the Trustee or, at itsdirection the Servicer, to restore the Property to substantially thesame condition as existed immediately prior to the Casualty Loss givingrise to the Casualty Loss Termination. In such event, the Servicer onbehalf of the Trust shall obtain, within 45 days after such CasualtyLoss, three fixed price bids for the performance of the work required inconnection with the restoration of the Property from a “QualifiedContractor.” A “Qualified Contractor” is an experienced generalcontractor having (i) a net worth of at least $10,000,000; (ii) a fiveyear annual average contract revenues of not less than $50,000,000; and(iii) not less than ten years of continuous business operation. TheTrustee shall submit the three bids to the Certificateholders, who shalldirect in writing the Trustee as to the bid to be selected not laterthan 30 days after receipt by the Certificateholders of such bids. Ifthe holders of the Certificates fail or refuse to select one of thethree bids within such 30-day period, the Servicer shall recommend tothe Trustee the bid which, in the judgment of the Servicer exercised inaccordance with the servicing standards set forth in the ServicingAgreement (see “THE SERVICING AGREEMENT—Duties of Servicer”), is the bidin the best interest of the Certificateholders, and the Trustee shallselect such bid and proceed with the restoration. If the holders ofCertificates shall direct the Trustee with respect to the taking of anyactions in response to such Casualty Loss Termination, all fees andexpenses reasonably incurred by the Trustee in connection therewithshall be Reimbursable Costs. The Trustee shall have no obligation totake any such actions unless the Reimbursement Conditions are then met.

For purposes of the Trust Agreement, a “Casualty Loss” is any loss ordamage suffered or incurred with respect to the Property arising out ofany fire, windstorm, flood, earthquake, act of God, war, strike or othercasualty. A “Casualty Loss Termination” means any termination of theLease resulting from the occurrence of a Casualty Loss. Pursuant to theterms of the Trust Agreement, the Trustee, in its capacity as landlordunder the Lease, has been irrevocably instructed not to exercise itsright to terminate the Lease upon the occurrence of a Casualty Loss. See“THE LEASE—Fire and Other Casualty.”

Rental Interruption Insurance. Provided the same may be obtained oncommercially reasonable terms, the Trustee shall, or shall cause theServicer to, obtain and maintain at all times during the last two yearsof the Initial Term rental interruption insurance in an amount equal tothe lesser of (i) 125% of the Prepayment Amount applicable as of thefirst month of the penultimate year of the Initial Term; and (ii) thetotal rent payable under the Lease during the final two years of theInitial Term. Such rental interruption insurance shall be on such termsand conditions as shall be customary insuring the Trust againstinterruption of rental payments under the Lease, and the cost of suchrental interruption insurance shall constitute a Reimbursable Cost underthe Trust Agreement. Such rental interruption insurance shall be writtenby a company having a claims-paying ability rating of “BBB+” or betteras determined by Standard & Poor's Corporation.

To fund its obligations to maintain rental interruption insurance, theTrustee shall establish and maintain a segregated trust account (the“Rental Insurance Reserve Account”), into which shall be deposited fromfunds otherwise constituting Distributable Funds on the initialDistribution Date with respect to the Certificates the amount of$28,200. Funds in the Rental Insurance Reserve Account will be investedas provided in the Trust Agreement in Eligible Investments. If, afteracquiring such rental interruption insurance during the last two yearsof the Initial Term, there shall remain any unapplied balance in theRental Insurance Reserve Account, such unapplied balance shall bedistributed to the Certificateholders.

Condemnation. In the event of a Partial Condemnation affecting theProperty, the Trustee shall deposit the Net Compensation received by theTrustee from such Partial Condemnation into a segregated trust accountat an Eligible Bank (the “Condemnation Account”), and the proceedstherein shall be applied by the Servicer on behalf of the Trustee inaccordance with the provisions of the Lease (or the comparableprovisions of any Replacement Lease) respecting payments to be made tothe Tenant (or any Replacement Tenant) in connection with therestoration of the Property by the Tenant as required by the Lease. See“THE LEASE—Condemnation.” If, after making all payments of NetCompensation required to be made to the Tenant (or any ReplacementTenant) there shall remain any unapplied balance of the Net Compensationin the Condemnation Account, such unapplied balance shall be paid overto the Remainder Trustee.

If there shall occur a Total Condemnation, the Trustee shall givewritten notice thereof to the Certificateholders not later than fivebusiness days after the Trustee shall have obtained knowledge of suchTotal Condemnation. Thereafter the Trustee shall, upon the writtendirection (or consent) of the Certificateholders, exercise the rightsand perform the obligations of the Trust, in its capacity as landlordunder the Lease, under the provisions of the Lease governing a TotalCondemnation (or the comparable provisions of any Replacement Lease).Notwithstanding the foregoing and notwithstanding any direction to thecontrary of the Certificateholders, the Trustee is irrevocablyinstructed to accept the Tenant's offer to purchase the Propertyrequired to be made upon the occurrence of a Total Condemnation pursuantto the provisions of the Lease (or the comparable provisions of anyReplacement Lease). See “THE LEASE—Condemnation.” The proceeds receivedby the Trustee from such sale shall be thereupon deposited into theCertificate Distribution Account, and such proceeds shall be distributedin accordance with the provisions of the Trust Agreement governing aTermination Event. See “—Termination of the Trust,” below.

Termination of the Trust

The Trust Agreement and the trust created thereby will terminate uponthe final distribution by the Trustee of all monies of the Trust Estatefollowing the earlier of (i) Dec. 31, 2009, (ii) the occurrence of aTotal Condemnation, or (iii) the failure of holders of Certificates togive to the Trustee certain financial assurances and indemnities uponthe occurrence of a Event of Default under the Lease or upon theoccurrence of a Casualty Loss Termination (each such event set forth inclauses (i), (ii) and (iii) a “Termination Event”, and each event setforth in clause (iii) a “Section 6.2 Termination Event”). In no otherevent will the Trust Agreement terminate, and neither the Trustee northe holders of the Certificates have the right to terminate the TrustAgreement. Within 30 days following the occurrence of a TerminationEvent, the Trustee shall give notice to the holders of the Certificates,which notice shall state (i) the Final Distribution Date at which timefinal payment of the Certificates shall be made upon presentation andsurrender of the Certificates at the office of the Trustee; (ii) theamount (if then known) of any such final payment; and (iii) thatpayments will be made only upon presentation and surrender of theCertificates at the office of the Trustee therein specified. Uponpresentation and surrender of the Certificates, the Trustee shall causeto be distributed to Certificateholders amounts distributable on suchFinal Distribution Date. The Final Distribution Date shall be not laterthan (i), in the event of a Total Condemnation, 30 days followingreceipt by the Trustee of the Net Compensation payable in connectiontherewith; (ii), in the case of a sale of the Property following aSection 6.2 Termination Event, 30 days following receipt by the Trusteeof the proceeds from such sale; and (iii) not later than 30 daysfollowing Dec. 31, 2009.

Upon the occurrence of a Section 6.2 Termination Event, the Trusteeshall give a termination notice with respect thereto to theCertificateholders and the Trustee shall thereafter sell the Property atan open outcry auction held in a commercially reasonable manner and oncommercially reasonable terms on a date not earlier than 30 days and notlater than 90 days after such termination notice has been given by theTrustee. Such termination notice shall specify the time, place and termsof such auction. The Trustee shall consult with the Servicer regardingthe auctioneer to be engaged by the Trustee and the terms and conditionsof the auction to be conducted thereby. The Servicer shall make awritten recommendation to the Trustee regarding the identity of theauctioneer to be selected and the terms on which the auction should beconducted; provided, however, that in all events, the auctioneer willconduct any such auction (i) at the corporate trust office of theTrustee; (ii) on an open outcry basis with no reserve price or minimumbid; (iii) only after publication of the time and place for such auctionin manner and with such publications as shall then be required tosatisfy the requirements of the Uniform Commercial Code as then ineffect in the jurisdiction in which such auction shall beheld, withrespect to sales or collateral thereunder; (iv) pursuant to biddingrules that shall specify the form of purchase and sale agreement to beentered into between the Trustee and the successful bidder at theauction; and (v) substantially in accordance with the rules orprocedures recommended by the Servicer and counsel engaged by theTrustee in connection with such auction. Certificateholders and anyperson controlling or controlled by, owning, owned by or under commonownership with any Certificateholder, shall not be entitled toparticipate in such auction.

Upon the occurrence of a Total Condemnation, the Trustee shall, inconnection with the winding up of the Trust, distribute the NetCompensation (i) first, to the Certificateholders, to the extent of theapplicable Prepayment Amount as determined pursuant to Appendix B of theTrust Agreement (or the amount of the Net Compensation, if the NetCompensation is less than the applicable Prepayment Amount) and (ii)second, the balance, if any, to the Remainder Trustee.

Assignment of Lease

The Trust Agreement provides that the Trustee shall not consent to anyassignment of the Lease or sublease of any material portion of the RealProperty by the Tenant unless there shall then exist no default or Eventof Default under the Lease, and either (i) after giving effect to theproposed assignment or sublease, the Tenant and the Guarantor under theGuaranty shall remain fully liable for each and every of the obligationsof the Tenant under the Lease and shall confirm the same in writing tothe Trustee and the proposed assignee or sublessee shall execute anddeliver a written agreement agreeing to be bound by the terms andconditions of the Lease; or (ii) the Trustee shall have notified theCertificateholders in writing describing the proposed assignment orsublease and Certificateholders having at least a majority of the VotingInterests shall have approved in writing the proposed assignment orsublease. The Trustee has agreed to provide a copy of any notice givenpursuant to this paragraph to Standard & Poor's Corporation.

Amendments

The Trust Agreement may be amended by the Trustee with the consent ofthe holders of 51% or more of the Voting Interests only for the limitedpurposes of (i) curing any ambiguity; (ii) correcting or supplementingany provision in the Trust Agreement that may be defective orinconsistent with any other provision; (iii) as shall be required inconnection with the acceptance of the appointment of a successor Trusteein respect to the Trust Property; or (iv) and as may be required tofacilitate the administration of the Trust under the Trust Agreement bymore than one Trustee pursuant to Article VI of the Trust Agreement. TheTrust Agreement may not otherwise be amended.

The Trustee

The First National Bank of Chicago will serve as Trustee. The Trustee,in its individual capacity or otherwise, and any of its affiliates, mayhold Certificates in their own name or as pledgee. In addition, for thepurpose of meeting the legal requirements of certain jurisdictions, theTrustee will have the power to appoint co-trustees or separate trusteesof all or any part of the Trust. In the event of such appointment, allrights, powers, duties and obligations conferred or imposed upon theTrustee by the Trust Agreement will be conferred or imposed upon theTrustee and such co-trustee or separate trustee jointly or, in anyjurisdiction where the Trustee is incompetent or unqualified to performcertain acts, singly upon such co-trustee or separate trustee who shallexercise and perform such rights, powers, duties and obligations solelyat the direction of the Trustee.

The Trustee may resign at any time, in which event theCertificateholders may appoint a successor trustee. TheCertificateholders may also remove the Trustee if the Trustee ceases tobe eligible to serve, becomes legally unable to act, is adjudgedinsolvent or is placed in receivership or similar proceedings.

The Trust Agreement provides that the fees and expenses of the Trusteeconstitute Reimbursable Costs, reimbursable from funds on deposit in theCertificate Distribution Account created pursuant to the TrustAgreement.

The Trustee's Corporate Trust Office is located at One First NationalPlaza, Suite 0126, Chicago, Ill. 60670-0126. The Seller and itsaffiliates may have other banking relationships with the Trustee and itsaffiliates in the ordinary course of their respective businesses.

The Administration Agreement

The First Amended and Restated Administration Agreement, dated as ofAug. 25, 1995 (the “Administration Agreement”), between the Trustee andAmerican National Bank and Trust Company of Chicago, as RemainderTrustee, imposes certain notice and other obligations upon the Trusteeand the Remainder Trustee. In particular, the Trustee is required tosend to the Remainder Trustee copies of (i) all notices received fromthe Tenant or from Certificateholders after the occurrence of an Eventof Default under the Lease; (ii) all notices sent to Certificateholderspursuant to any of the terms of Section 6.2 of the Trust Agreement (see“THE TRUST AGREEMENT—Specific Duties of Trustee—Casualty Loss” and“—Condemnation”); and (iii) any notice pertaining to a Termination Eventgiven or received by the Trustee pursuant to the terms of the TrustAgreement.

In addition, the Trustee shall provide to the Remainder Trustee, and ifthe Trust has not previously terminated, the Remainder Trustee shallprovide to the Trustee, copies of all written materials, bid packages,invitations to bid, or other materials prepared by or for the Trustee orthe Remainder Trustee, as the case may be, in connection with anyauction to be held pursuant to Section 7.2 of the Trust Agreement or theprovisions of the Remainder Trust Agreement, in each case so long assuch materials are made generally available to potential bidders at suchauction.

Pursuant to the terms of the Administration Agreement, the RemainderTrustee shall have the right, upon reasonable advance written notice tothe Trustee, to have the Property inspected during normal business hoursnot more than two times in each 12 calendar month period. Suchinspection shall be performed in a manner so as to minimize, to theextent reasonably practicable, any disruption to the Tenant, and asotherwise required pursuant to the terms of the Lease.

The Remainder Trustee has reserved any and all rights and remedies itmay have, whether arising at law or in equity, to prevent the occurrenceof waste at the Property, including without limitation, the commencementof any actions or legal proceedings against the Trustee or the Tenant asshall be deemed appropriate by the Remainder Trustee in its solediscretion.

THE SERVICING AGREEMENT

Set forth below is a summary of certain provisions of the ServicingAgreement between Scribcor, Inc., as initial Servicer, and the Trustee.The description and summaries of the Servicing Agreement hereinafter setforth do not purport to be comprehensive or definitive, and reference ismade to the Trust Agreement for the complete details of all terms andconditions. All statements herein are qualified in their entirety byreference to the Servicing Agreement, a copy of which is attached asExhibit F to this Offering Memorandum.

General

Pursuant to the terms of the Servicing Agreement, the Servicer has beenauthorized to act as agent for the Trustee with respect to (a)monitoring the performance of the Tenant under the Lease, (b)undertaking certain collection obligations of the Trust, as landlordunder the Lease, and (c) pursuing, on behalf of the Trustee, certainremedies available to the Trust, as landlord under the Lease, upon theoccurrence of a default thereunder.

Scribcor, Inc. has been appointed as initial Servicer under the terms ofthe Servicing Agreement. Founded in 1891, Scribcor is a privately-heldfirm focusing on management, leasing and consulting in the Midwestcommercial and industrial real estate market. At Mar. 31, 1995, theServicer managed in excess of 3.5 million square feet of commercialoffice space, and clients of the Servicer include Wm. Wrigley Jr.Company and IBM Corporation.

Duties of Servicer

Basic Services. The Servicer has been engaged to monitor on behalf ofthe Trustee the performance by the Tenant under the Lease, to give andreceive notices required or appropriate to be given or received by theTrustee (in its capacity as landlord under the Lease) and to otherwiseperform on behalf of the Trustee the obligations imposed under the Leaseupon the Trustee (in its capacity as landlord under the Lease). TheServicer shall inspect the Property not less frequently than two timesin each twelve calendar month period during the term of the ServicingAgreement for the purpose of determining Tenant's compliance with theterms of the Lease, and Servicer shall prepare and deliver to theTrustee a report reflecting the results of such inspection. Among otherthings, the Servicer shall perform certain billing services, includingthe rendering of monthly invoices for rent, and refer to the Trustee anycommunications received by the Servicer from the Tenant concerningpayment disputes, any proposed transfer of the Tenant's interest in theLease, and any communications respecting matters which constitute or,with the passage of time or the giving of notice or both wouldconstitute, an Event of Default under the Lease. The Servicer shallreview the financial and legal covenants contained in the Lease asnecessary to accurately monitor Tenant's performance thereunder and, inconnection therewith, the Servicer has agreed to immediately notifyTrustee upon obtaining knowledge that the insurance required under theLease is not being maintained strictly in accordance with terms thereof.

The Servicer shall direct the Tenant to make all payments required to bemade by the Tenant under the Lease directly to the Trustee for depositinto the Certificate Distribution Account. If the Servicer shall receiveany collections of rent or other payments directly, the Servicer shallcause such collections to be deposited into the Certificate DistributionAccount no later than the business day following receipt thereof.

The Servicer shall receive as compensation for performance of the basicmonitoring services described above an annual fee in the amount of$2,500, which shall be payable annually in advance in a singleinstallment.

Additional Services. If an Event of Default shall occur under the Lease,the Servicer shall give a default notice with respect thereto to theTenant and to the Trustee not later than two business days after thedate in which the Servicer first obtains knowledge of the occurrence ofsuch Event of Default. If so directed in writing by the Trustee, theServicer shall initiate such actions, including the commencement oflegal proceedings as shall, in the judgment of counsel retained by theTrustee for such purpose, be necessary or appropriate to preserve theTrust Estate and enforce the rights and remedies of the Trustee, in itscapacity as landlord under the Lease (collectively, “EnforcementProceedings”). In connection with Enforcement Proceedings, the Servicershall obtain an inspection of the Property, including a Phase Ienvironmental inspection, and shall deliver copies of any reportprepared in connection therewith to the Trustee promptly upon receipt.All reasonable third party costs and expenses incurred by the Servicerin pursuing such Enforcement Proceedings shall constitute ReimbursableCosts under the Servicing Agreement and the Trust Agreement.

Upon the termination of the Lease or Tenant's right to possession of theProperty under the Lease resulting from an Event of Default, CasualtyLoss Termination or Total Condemnation, the Trustee may direct theServicer to provide “Property Management Services” and to otherwiseinitiate such actions as are, in the reasonable judgment of theServicer, necessary and appropriate to (i) maintain the Property(including without limitation the payment of real property taxes,insurance premiums and other reasonable costs and expenses ofmaintaining the Property in good operating condition and in compliancewith all laws); and (ii), if so directed in writing by the Trustee,procure a Replacement Lease or leases on such terms and conditions asshall be approved in writing by the Trustee. All reasonable costs andexpenses incurred by the Servicer in performing Property ManagementServices shall constitute Reimbursable Costs under the ServicingAgreement and the Trust Agreement. “Property Management Services” shallmean such usual and customary activities as are required to oversee andperform all aspects of the day-to-day management, oversight, operationand maintenance of the Property in a manner consistent with theservicing standard set forth in the Servicing Agreement and so as tocause the Property to be maintained in good condition and in compliancewith all laws. The Trustee and the Servicer shall enter into anamendment to the Servicing Agreement setting forth the agreed upon scopeof and compensation for Property Management Services at the time thesame are requested by the Trustee, which amendment shall have beensubmitted to Standard & Poor's Corporation (“S&P”), and S&P shall haveconfirmed that such amendment shall not result in a downgrade,qualification or withdrawal of its then-assigned rating with respect tothe Certificates.

In the event of a Casualty Loss affecting the Property in connectionwith which the amount of casualty proceeds payable with respect to suchCasualty Loss shall be $100,000 or more, the Servicer will give writtennotice thereof to the Trustee not later than three business days afterthe Servicer shall have obtained knowledge of such Casualty Loss.Thereafter, the Trustee shall direct the Servicer to exercise the rightsand perform the obligations of the Trustee, subject to the provisions ofthe Servicing Agreement and the Trust Agreement, in its capacity aslandlord under the Lease, in accordance with Section XIV of the Lease(or the comparable provisions of any Replacement Lease) in connectionwith the settlement of all insurance claims relating to such CasualtyLoss in connection with the restoration of the Property by the Tenant asrequired pursuant to Article XIV.A. of the Lease (collectively,“Casualty Services”). See “THE TRUST AGREEMENT—Specific Duties ofTrustee—Casualty Loss.”

Upon the occurrence of a Casualty Loss Termination during the last twoyears of the Term of the Lease and following deposit of the Net CasualtyProceeds resulting therefrom into the Casualty Account, such proceedsshall be administered by the Servicer, at the direction of the Trustee,to engage a Qualified Contractor and to restore the Property tosubstantially the same condition as existed immediately prior to theCasualty Loss giving rise to the Casualty Loss Termination. Withoutlimiting the foregoing, the Servicer shall perform on behalf of theTrustee the obligations of the Trustee upon the occurrence of a CasualtyLoss resulting in a Casualty Loss Termination, all as set forth in theTrust Agreement. See “THE TRUST AGREEMENT—Specific Duties ofTrustee—Casualty Loss.”

In the event of a Total Condemnation, the Servicer shall give writtennotice thereof to the Trustee not later than three business days afterServicer shall have obtained actual knowledge of such TotalCondemnation. Thereafter, the Servicer shall take such actions as arereasonably necessary to assist the Trustee in completing the sale of theProperty pursuant to Section XV of the Lease. See “THE TRUSTAGREEMENT—Specific Duties of Trustee—Condemnation.”

For performing the Property Management Services and services associatedwith a Casualty Loss, Total Condemnation and/or a constructionmanagement function (collectively, the “Additional Services”), theServicer shall receive an additional servicing fee in an amount to bedetermined by the Trustee and the Servicer, based upon the submission bythe Servicer of a proposed scope of service and budget therefor;provided, however, that the amount of any additional servicing fee shallhave been submitted to S&P, and S&P shall have confirmed that payment ofsuch additional servicing fee shall not result in a downgrade,qualification or withdrawal of its then-assigned rating with respect tothe Certificates. In each case, the Servicer shall be entitled toreceive, in addition to the basic servicing fee and such additionalservicing fee associated with Additional Services, all ReimbursableCosts reasonably incurred in connection with the performance of suchAdditional Services.

Servicing Standard

The Servicing Agreement provides that the Servicer shall perform itsobligations thereunder with reasonable care and in a manner consistentwith prudent industry standards for commercial property managers.Without limiting the foregoing, the Servicer shall provide servicesunder the Servicing Agreement with at least the same level of care,skill, prudence and diligence used by the Servicer in connection withthe servicing and administration of similar assets by the Servicer forits own account and for the accounts of others, giving due considerationto customary and usual property servicing and management practices of aprudent property and asset manager, the restrictions placed on theServicer's activities as provided in the Servicing Agreement, and thelimited scope of the Servicer's obligations under the ServicingAgreement.

Other Matters

In connection with the performance of its obligations under theServicing Agreement, the Servicer shall maintain at its expense ablanket fidelity bond covering all of Servicer's officers, employees orother persons acting in any capacity, permitting such persons to handlefunds, money, documents and papers related to the Property. The Servicershall also obtain and maintain at all times prescribed insurancecoverages, with respect to which the issuer, policy form and terms,coverage limits and deductibles shall be as reasonably required by theTrustee from time to time.

The Servicer shall annually deliver to the Trustee an officer'scertificate stating that (a) a review of the activities of the Servicerduring the proceeding calendar year and of its performance under theServicing Agreement has been made under such officer's supervision and(b), to the best of such officer's knowledge, the Servicer has fulfilledall of its obligations under the Servicing Agreement throughout suchyear or, if there has been a default in the fulfillment of any suchobligation, such Certificate shall specify each such default known tosuch officer and the nature and status thereof.

The Servicing Agreement provides that the Servicer will defend andindemnify the Trust and Certificateholders against any and all costs,expenses, losses, damages claims and liabilities, including reasonablefees and expenses of counsel and expenses of litigation, arising out ofor resulting from the willful failure, or gross negligence of theServicer in the performance of its duties under the Servicing Agreement.The Servicer's obligations to indemnify the Trust and theCertificateholders for the Servicer's actions or omissions will survivethe removal of the Servicer, but will not apply to any action oromission of a successor Servicer.

The Servicing Agreement provides that the Servicer may not resign fromits obligations and duties as Servicer thereunder, except upon adetermination that the Servicer's performance of such duties is nolonger permissible under applicable law. No such resignation will becomeeffective until the Trustee or a successor Servicer has assumed theServicer's servicing obligations and duties under the ServicingAgreement.

Any corporation or other entity into which the Servicer may be merged orconsolidated into, or that may result from any merger, conversion orconsolidation to which the Servicer is a party, or any entity that maysucceed by purchase and assumption to all or substantially all of thebusiness of the Servicer, or the Servicer is not the surviving entityand where such corporation or other entity assumes the obligation of theServicer under the Servicing Agreement, who will be the successor to theServicer under the Servicing Agreement.

Events of Termination

The following events will constitute “Events of Termination” under theServicing Agreement:

(i) any failure by the Servicer to remit or deposit any payment requiredto be made under the terms of the Servicing Agreement, which failurecontinues beyond the second day following the date upon which suchpayment was due;

(ii) any failure by the Servicer duly to observe or perform in anymaterial respect any covenant or agreement in the Servicing Agreement,which failure continues unremedied for 10 days after written notice ofsuch failure is given to the Servicer by the Trustee or to the Servicerand the Trustee by the holders of Certificates evidencing not less thana majority of the aggregate outstanding balance of the Certificates; and

(iii) certain events of bankruptcy, receivership, insolvency or similarproceedings and certain actions by the Servicer indicating itsinsolvency pursuant to bankruptcy, receivership, conservatorship,insolvency or similar proceedings or its inability to pay itsobligations.

The holders of Certificates evidencing not less than a majority of theaggregate outstanding balance thereof may waive any Event ofTermination.

Rights Upon an Event of Termination

As long as an Event of Termination remains unremedied, the Trustee mayterminate the Servicer's rights and obligations under the ServicingAgreement, whereupon the Trustee will succeed to all theresponsibilities, duties and liabilities of the Servicer under theServicing Agreement. Thereafter, the Trustee will be entitled to thesame fee otherwise payable to the Servicer. The Trustee may appoint, orpetition the court of competent jurisdiction for the appointment of, aneligible Servicer to act as successor to the outgoing Servicer under theServicing Agreement. In no event may the servicing compensation to bepaid to such successor be greater than the fee payable to the Servicerunder the Servicing Agreement. In the event of the bankruptcy of theServicer, the bankruptcy trustee or the Servicer, as debtor inpossession, may have the power to prevent a termination of theServicer's rights and obligations under the Servicing Agreement. A“Eligible Servicer” means a person which, at the time of its appointmentas Servicer, (i) has not less than 10 years experience as a professionalasset or property manager and is licensed (if required) to perform suchservices in the locale of the Property; (ii) then has under management aportfolio of commercial and office properties containing in theaggregate not less than 2,000,000 square feet, or with an aggregate fairmarket value of not less than $20,000,000; and (iii) then has not fewerthan 20 employees directly engaged in the provision of asset or propertymanagement services.

THE BUILDING AND THE PROPERTY

General

The Grantor has purchased for $10,455,000 the entire fee simple interestin the Kansas City Life Insurance Office Building, a 94,149 square footoffice building (the “Building”) located at 4900 Oak Street in theCountry Club Plaza district of Kansas City, Mo. The Country Club Plazadistrict is located approximately 4.5 miles south of Downtown KansasCity. The Building was constructed in 1960 and substantial renovationswere completed by the Subtenant for approximately $1.5 million on theBuilding in 1992.

The Building

The Building is a three-story office building containing 94,149 squarefeet of rentable area, of which approximately 27,780 square feetcomprise a basement containing a mailroom, print shop, cafeteria, boilerroom and restrooms. A sprinklered garage containing 76,341 square feetadjoins and is connected to the structure and provides sheltered parkingfor 250 vehicles. The Building was constructed in 1960, and substantialrenovations were completed in 1992. The Building is of steel beam andcolumn construction, with exterior walls of concrete panels, brick,decorative marble and glass. The Building's heating/ventilating/airconditioning system consists of hot and cold deck systems which utilizetwo gas hot water heaters, each with 37,000,000 BTUs of heatingcapacity, together with two 200 ton Carrier centrifugal chillers. TheGrantor believes that the Building is in very good physical condition.

The Property

The Building and its adjoining garage are located approximately 4.5miles south of downtown Kansas City on a 2.091 acre parcel in an areacommonly referred to as the Country Club Plaza district of Kansas City,Mo.. The Property, situate at the intersection of Volker Boulevard andOak Street, is located directly across from the campus of the Universityof Missouri at Kansas City and is surrounded by several other officebuildings, medical research facilities and high-quality residentialdevelopments. Access to the Property site is along both Volker Boulevardand Oak Street, with a circular drive running to the Building's frontentrance off of Oak Street.

The Country Club Plaza district of Kansas City is anchored by theCountry Club Plaza retail development, which was established in 1920'sas the country's first “shopping center.” Country Club Plaza remains oneof the most prestigious retail locations in Kansas City, attractingquality tenants including Saks Fifth Avenue, Tiffany, Brooks Brothers,Dillard's and Ralph Lauren/Polo, among others. Country Club Plaza islocated less than one mile from the Property. The area surrounding theProperty is fully developed, made up of approximately 45% single familyresidential, 15% institutional, 15% commercial retail, 15% multi-familyresidential and 10% commercial office buildings.

The Kansas City, Missouri/Kansas metropolitan area is the 28th largestin the United States, with a population in excess of 1.5 million. Theeconomy of the region is diversified, with the manufacturing,wholesale/retail services and government sectors each contributing inexcess of 15% of the non-agricultural jobs in the region.Transportation, finance, insurance and real estate are also substantialcontributors to the region's economy.

INVESTMENT CONSIDERATIONS

The purchase of Certificates involves substantial risks for investors.In addition to general investment risks and the factors describedelsewhere herein, a prospective purchaser of Certificates shouldconsider the following factors.

Real Estate Investment Risks

An investment in Certificates will be subject to many of the risksgenerally associated with the ownership of real property, including thepossibility of adverse changes in national and local economicconditions; changes in rates of inflation; changes in the real estateinvestment climate; adverse changes in local market conditions due tochanges in general or local economic conditions and neighborhoodcharacteristics; adverse changes in governmental rules and fiscalpolicies; natural disasters, including earthquakes (which may result inuninsured losses) and other factors which are beyond the control of theGrantor.

No Operating History

The Trust is newly formed and has no operating history.

Casualty Loss Risk

If the Building, or any part thereof, is damaged or destroyed by fire orother casualty during the term of the Lease (except during the second tolast and final year of the term), Tenant is obligated to promptly repairor restore the Building to substantially the same condition it was inimmediately prior to such fire or casualty, and Tenant's obligation topay Base Rent and to perform its other obligations under the Lease willnot be suspended, abated or reduced as a result thereof.

In the event of (a) damage or destruction during the second to last yearof the Term (the repair and restoration of which would cost in excess of75% of the replacement value of the Building) or (b) damage ordestruction during the last year of the Term (the repair and restorationof which would cost in excess of 25% of the replacement value of theBuilding), the Tenant may terminate the Lease, provided that any and allinsurance proceeds in such case received by Tenant are required to bepaid to and assigned to the Trust. In each such case, the Trustee, inits capacity as landlord under the Lease and pursuant to the terms ofthe Trust Agreement, is obligated to utilize such insurance proceeds torestore the Building to substantially the same condition as existedimmediately prior to the Casualty Loss giving rise to such Casualty LossTermination.

In accordance with the terms of the Lease, Tenant is required tomaintain all-risk property and casualty insurance for the full (100%)replacement cost of the Property (with a deductible of not more than$25,000). See “THE LEASE—Insurance.” The Trustee is required pursuant tothe Trust Agreement to procure rental interruption insurance in anamount sufficient to assure that holders of Certificates will receivewhen due monthly Certificate Payments with respect to the Certificates.There can be no assurance that receipt by the Trustee of any suchcasualty insurance or rental interruption insurance proceeds will be atsuch time or times sufficient to assure timely payment with respect tothe Certificates. See “THE TRUST AGREEMENT—Specific Duties ofTrustee—Rental Interruption Insurance.”

Tenant Lease Payments—Bankruptcy Considerations

The sole source of payment of Certificate Payments with respect to theCertificates will be the Tenant's monthly Lease Payments of Base Rentunder the Lease. The Trust, as landlord under the Lease, will beentitled to receive directly all payments made by the Tenant pursuant tothe Lease.

If the Tenant and Kansas City Life are unable to make their respectivepayments required under the Lease and Guaranty, respectively, there canbe no assurance that the Trust will be able to obtain a substitutetenant or tenants willing to make rental payments sufficient to generateLease Payments with respect to the Certificates, and to otherwise payoperating expenses and tax payments associated with the Building. It isnot possible to predict the future demand for, or rents associated with,office space in the Building's market.

In a bankruptcy proceeding involving the Tenant, the Tenant would havethe option to assume or reject the Lease. If the Tenant elects to assumeits obligations under the Lease, it could do so only upon approval ofthe bankruptcy court following a hearing at which the financial burdensand business purpose of the assumption were presented, and at which theTenant's other creditors were given an opportunity to participate. Ifthe bankruptcy court allowed the Tenant to reject the Lease, the Trustwould be entitled to file a claim for its actual rejection damages or aformula amount, whichever is less. Under the formula, rejection damagesare allowed in an amount equal to the greater of (a) one year's rent or(b) 15% of the total rent remaining due under the Lease, up to a maximumof three years' rent. The rejection damages claim, plus any unpaidpre-bankruptcy rent, would be treated as a pre-bankruptcy generalunsecured claim against the Tenant. It is not possible to predict whataction a bankruptcy court might take with respect to the Lease, althoughtypically a bankruptcy court defers to the judgment of the debtor (theTenant) or bankruptcy trustee, as the case may be. In any bankruptcy ofthe Tenant, it is possible that there may not be sufficient assets topay in full pre-bankruptcy unsecured claims, including the claim of theTrust. Accordingly, there is no assurance that the damages actuallyrecovered in a bankruptcy case would be sufficient to pay the fullamount of Lease Payments with respect to the Certificates.

If Kansas City Life were also a debtor in a bankruptcy case, or failedto make payments of rent or other obligations when due, the Trust wouldbe entitled under certain circumstances to file a claim under theGuaranty for the Lease Payments due with respect to the Certificates.Kansas City Life's obligations under the Guaranty are intended to becontractually independent of the Tenant's obligations under the Lease sothat a claim against Kansas City Life under the Guaranty might not besubject to the same limitation on rejection damages described above asmight be applicable to the Trust's claim against the Tenant under theLease. However, it is not free from doubt that the independence of suchobligation from the Tenant's obligations under the Lease would bepreserved by a bankruptcy court in a proceeding involving Kansas CityLife as the debtor, and such obligations may be subject to the rejectionformula described above in bankruptcy proceedings involving the Tenant.If the Tenant rejected the Lease in a bankruptcy proceeding, itsobligations to pay rent would be terminated (subject to the receipt bythe Trust of any rejection damages).

If the Tenant were a debtor in a bankruptcy case and Kansas City Lifewere not, the Trust, to the extent permitted by law, would be entitled,in certain circumstances provided for in the Guaranty, to pursue anaction against Kansas City Life for payments due under the Lease. KansasCity Life's obligations under the Guaranty are contractually independentof the Tenant's obligations under the Lease and an action against KansasCity Life under the Guaranty should not be subject to the samelimitation on rejection damages as might be applicable to the Trust'sclaim against the Tenant under the Lease. If the Tenant rejected theLease in a bankruptcy proceeding, its obligations to pay rent would beterminated (subject to receipt of any rejection damages as describedabove).

Lack of Liquidity

There is no established market for the Certificates and the Grantor doesnot anticipate that any such market will develop. Consequently, holdersmay not be able to liquidate their investment in the event of anemergency or for other reasons. Purchase of a Certificate is thereforesuitable only for persons who have no need for liquidity with respect totheir investment and who are able to bear the economic risks of theirinvestment for an unlimited period of time.

Securities Law Aspects

The Certificates have not been registered under the Act or the IllinoisSecurities Act in reliance upon certain exemptions from registrationthereunder. The Grantor believes that the offering presently qualifiesand, where appropriate, will continue to qualify under the exemptions.However, since the availability of certain of these exemptions is basedupon subjective factors, and in some instances the criteria forexemption are subject to reinterpretation by state or federal regulatoryagencies and courts, there can be no assurance that such exemptions willbe determined to be available.

ERISA Considerations

The Employee Retirement Income Security Act of 1974, as amended(“ERISA”), and the Internal Revenue Code of 1986, as amended (the“Code”) generally prohibit certain transactions between a qualifiedemployee benefit plan under ERISA (an “ERISA Plan”) and persons who,with respect to that plan, are fiduciaries or other “parties ininterest” within the meaning of ERISA or a “disqualified person” withinthe meaning of the Code. In the absence of an applicable administrativeexemption, transactions between an ERISA Plan and a party in interestwith respect to an ERISA Plan, including the acquisition by one from theother of a Certificate, could be viewed as violating those prohibitions.In this regard, the Tenant or Kansas City Life might be considered ormight become a “party in interest” within the meaning of ERISA or a“disqualified person” within the meaning of the Code, with respect to anERISA Plan. Prohibited transactions within the meaning of ERISA and theCode may arise if Certificates are acquired by an ERISA Plan withrespect to which the Tenant or Kansas City Life is a party in interestor a disqualified person. In all events, fiduciaries of ERISA Plans, inconsultation with their advisors, should carefully consider the impactof ERISA and the Code on an investment in Certificates.

FEDERAL INCOME TAX MATTERS

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR PERSONAL TAX ADVISORSWITH RESPECT TO THE FEDERAL, STATE, AND LOCAL INCOME TAX CONSEQUENCES OFPURCHASING CERTIFICATES.

The following is a summary of the material federal income taxconsequences to holders of Certificates. This summary is based upon theInternal Revenue Code of 1986, as amended (the “Code”), and upon rulesand regulations promulgated under the Code and existing interpretationsthereof, any of which could be changed at any time, by legislation orotherwise. Any of such changes may or may not be retroactive withrespect to transactions consummated prior to the date such changes areannounced. The discussion below does not purport to address federalincome tax consequences applicable to particular categories ofinvestors, some of which (e.g., banks, tax-exempt organizations,insurance companies or foreign investors) may be subject to specialrules. No rulings will be sought from the Internal Revenue Service withrespect to any of the matters discussed herein.

In the opinion of Kirkland & Ellis, special tax counsel to the Grantor,the Term Trust will be classified for Federal income tax purposes as agrantor trust and not as an association taxable as a corporation.Accordingly, each holder of a Certificate will be subject to federalincome taxation as if it owned directly its proportionate interest ineach asset owned by the Trust. Each holder of Certificates will berequired to report on its federal income tax return its pro rata shareof each item of income, gain, loss, deduction or credit from theProperty held in the Trust, in accordance with such holder's method ofaccounting.

Subject to the restriction set forth in the succeeding paragraph, in theopinion of Kirkland & Ellis, each holder of a Certificate will beentitled to amortize its tax basis in the Certificate. Section 167(a) ofthe Code provides a depreciation deduction for business orincome-producing property which obsolesces or “wastes away” over areasonably determinable time period. The Term Interest held by the Trustis a term-of-years interest in real property which produces income underthe Lease, the value of which decreases commensurately with the passageof time. Therefore, as a general matter, the Term Interest constitutes adepreciable asset and each holder of a Certificate is entitled to claima deduction, for each taxable year during which it holds suchCertificate, in an amount equal to (1) its adjusted tax basis in suchCertificate, divided by (2) the number of years, including the currentyear, remaining in the term of the Term Interest. (This amount may haveto be prorated if a holder holds a Certificate during less than all of ataxable year.) Under Section 167(c) of the Code, none of a Certificateholder's adjusted tax basis is allocable to, and no separatedepreciation deduction is allowable for, the Trust's interest in theLease.

However, Section 167(e) of the Code prohibits the taking of adepreciation deduction (under Section 167 or any other income taxprovision of the Code) with respect to a term interest in property forany period during which the remainder interest in such property is held(directly or indirectly) by a related person. For this purpose, “relatedperson” is defined very broadly by reference to Code Sections 267(b) and(e) and includes family members, corporations, partnerships and/ortrusts having 50% or more cross-ownership or common ownership, amongother relationships. Moreover, these related person rules are expandedas applied to “pass-thru entities,” including Subchapter S corporationsand partnerships (and limited liability companies structured to betaxable as partnerships under the Code). Under these expanded rules, asapplied for purposes of Section 167(e), if, for example, a partnershipowned the Term Interest, no depreciation deduction would be allowable ifany of its partners, or any family member of any of its partners, or anycorporation in the same controlled group as any of its partners, etc.,owned (directly or indirectly) the Remainder interest (or any otherremainder interest) in the Property. For purposes of rendering itsopinion, Kirkland & Ellis has assumed that no holder of a Certificate or“related person” owns or will own (directly or indirectly) the LURE®interest or any other remainder interest in the Property.

A holder that sells or exchanges a Certificate should recognize gain orloss equal to the difference between its adjusted tax basis in theCertificate and the amount realized upon such sale or exchange. If theholder held such Certificate as a capital asset, any such gain or losswill be capital gain or loss, which will be long-term capital gain orloss if the Certificate was held for more than one year. Any long-termcapital gains realized on the sale or exchange of a Certificate will betaxable under current law to corporate taxpayers at the rates applicableto ordinary income, and to individual taxpayers at a maximum marginalrate of 28%. Any capital losses realized generally will be deductible bya corporate taxpayer only to the extent of capital gains and by anindividual taxpayer only to the extent of capital gains plus $3,000 ofother income.

PLAN OF DISTRIBUTION

Pursuant to a placement agreement (the “Placement Agreement”) betweenthe Grantor and William Blair & Company (the “Placement Agent”), thePlacement Agent has agreed to use its best efforts to solicit thepurchase of the Certificates. The Grantor has agreed to pay thePlacement Agent a fee as compensation for its services in connectionwith the issuance and sale of the Certificates.

The Grantor has agreed to indemnify the Placement Agent against certaincivil liabilities, including certain liabilities arising out of anyincorrect statements or information or omissions in or for this OfferingMemorandum, and to contribute with respect to payments that thePlacement Agent may be required to make in respect thereof.

RATING

Standard & Poor's, a division of The McGraw-Hill Companies (“S&P”), hasassigned the Certificates a rating of “A+”. No application was made toany other rating agency for the purpose of obtaining an additionalrating of the Certificates. A rating reflects only the views of S&P, andan explanation of the significance of such rating may be obtained fromS&P. The Grantor has furnished to S&P information and materials in orderto secure a rating for the Certificates, including certain informationand materials which have not been included in the Official Memorandum.Once assigned, there is no assurance that any rating will continue forany given period of time, or that it will not be revised downward orwithdrawn entirely by the issuing rating agency if, in its judgment,circumstances so warrant. Any downward revision or withdrawal of arating assigned to the Certificates may have an adverse effect on themarket price of the Certificates.

A security rating is not a recommendation to buy, sell or holdsecurities, may be subject to revision or withdrawal at any time by theassigning rating agency, and should be evaluated independently of anyother rating.

Kansas City Life is the guarantor of the Tenant's obligations under theLease and, as such, may become the ultimate source of payment on theCertificates. Because of this dependence upon Kansas City Life for theultimate payment of the Certificates, the rating on the Certificates isdirectly related to the credit of Kansas City Life. It should,therefore, be expected that a reduction, withdrawal or qualification ofthe debt ratings of Kansas City Life would adversely affect the ratingon the Certificates.

REPORTS TO CERTIFICATEHOLDERS

The Trustee will furnish to each holder of Certificates certain reports,statements and tax information, as set forth in the Trust Agreement, acopy of which is attached as Exhibit D, including such informationnecessary in the preparation of the Certificateholders' federal incometax returns.

ADDITIONAL INQUIRIES

The Grantor will make every effort to furnish to any qualifiedprospective investor any additional information, or opportunity forinquiry, concerning the terms and conditions of this offering, includinginformation requested to verify the accuracy of the informationcontained in this Offering Memorandum or otherwise furnished theprospective investor.

LEGAL MATTERS

The legality of the Certificates offered hereby will be passed upon forthe Grantor by Gardner, Carton & Douglas, Chicago, Illinois. Gardner,Carton & Douglas has served as special securities counsel to the Grantorand certain affiliates of the Grantor. Certain tax matters relating tothe Trust, the Certificates and the Term Interest will be passed uponfor the Grantor by Kirkland & Ellis, Chicago, Illinois.

ENFORCEABILITY OF REMEDIES

The remedies available to the Trustee or the owners of the Certificatesupon an event of default under the Lease or the Trust Agreement are inmany respects dependent upon judicial actions that are often subject todiscretion and delay. Under existing constitutional and statutory lawand judicial decisions, including specifically Title 11 of the UnitedStates Code (the “Bankruptcy Code”), the remedies specified by the Leaseor the Trust Agreement may not be readily available or may be limited.The various legal opinions to be delivered concurrently with thedelivery of the Certificates will be qualified as to the enforceabilityof the various legal instruments by limitations imposed by principles ofequity and by bankruptcy, reorganization, insolvency, moratorium orother similar laws affecting the rights of creditors generally.Similarly, the remedies available to the Trustee under the Lease may besubject to common law principles and statutory provisions affecting therights of landlords and tenants.

NOTICE TO INVESTORS

Because of the following restrictions, purchasers are advised to consultlegal counsel prior to making any offer, resale, pledge or othertransfer of Certificates.

The Certificates have not been registered under the Securities Act orwith any securities regulatory authority of any jurisdiction and,accordingly, may not be offered or sold within the United States exceptpursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act. Accordingly, theCertificates are being offered and sold only to qualified institutionalbuyers (“QIBs”), as defined in Rule 144A, in compliance with Rule 144A.

Each purchaser of Certificates offered hereby, by its acceptancethereof, will be deemed to have acknowledged, represented to and agreedwith the Grantor as follows:

1. It understands and acknowledges that the Certificates have not beenregistered under the Securities Act or any other applicable securitieslaw, are being offered for resale in transactions not requiringregistration under the Securities Act, or any other securities laws,and, unless so registered, may not be offered, sold or otherwisetransferred except in compliance with the registration requirements ofthe Securities Act or any other applicable securities law, pursuant toan exemption therefrom or in a transaction not subject thereto and ineach case in compliance with the conditions for transfer set forth inparagraph (4) below.

2. It is a “qualified institutional buyer” (“QIB”), as defined in Rule144A promulgated under the Securities Act, and it is aware that any saleof the Certificates to it will be made in reliance on Rule 144A. Suchacquisition will be for its own account or for the account of anotherQIB.

3. It will deliver to each person to whom it transfers Certificatesnotice of any restrictions on transfer of such Certificates.

4. It is purchasing the Certificates for its own account, or for one ormore investor accounts for which it is acting as a fiduciary or agent,in each case for investment, and not with a view to, or for offer orsale in connection with, any distribution thereof in violation of theSecurities Act, subject to any requirements of law that the dispositionof its property or the property of such investor account or accounts beat all times within its or their control. It agrees on its own behalfand on behalf of any investor account for which it is purchasing theCertificates and each subsequent holder of the Certificates by itsacceptance thereof will agree to offer, sell or otherwise transfer suchCertificates only (a) to the Grantor, (b) pursuant to a registrationstatement which has been declared effective under the Securities Act,(c) for so long as the Certificates are eligible for resale pursuant toRule 144A under the Securities Act, to a person it reasonably believesis a QIB that purchases for its own account or for the account of a QIBto whom notice is given that the transfer is being made in reliance onRule 144A, (d) pursuant to offers and sales that occur outside theUnited States within the meaning of Regulation S under the SecuritiesAct, or (e) pursuant to the exemption from registration provided by Rule144 under the Securities Act, if available, and in each of the foregoingcases, in accordance with any applicable securities laws of any state ofthe United States. Each purchaser acknowledges that each Certificatewill contain a legend substantially to the following effect:

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS.NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BEREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISEDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCHTRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES (A) TOOFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (1) TO THEGRANTOR, (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEENDECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) FOR SO LONG AS THISCERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THESECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIEDINSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACTTHAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIEDINSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEINGMADE IN RELIANCE ON RULE 144A, (4) PURSUANT TO OFFERS AND SALES THATOCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDERTHE SECURITIES ACT, OR (5) PURSUANT TO THE EXEMPTION FROM REGISTRATIONPROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN EACHOF THE FOREGOING CASES, IN ACCORDANCE WITH ANY APPLICABLE SECURITIESLAWS OF ANY STATE OF THE UNITED STATES, AND (B) IT WILL NOTIFY ANYPURCHASER OF THIS CERTIFICATE OR ANY INTEREST OR PARTICIPATION HEREINFROM IT OF THE RESALE RESTRICTION REFERRED TO ABOVE.

5. It acknowledges that the Grantor and others will rely upon the truthand accuracy of the foregoing acknowledgments, representations andagreements and agrees that, if any of the acknowledgments,representations and warranties deemed to have been made by it by itspurchase of Certificates are no longer accurate, it shall promptlynotify the Grantor and the Placement Agent. If it is acquiring anyCertificates as a fiduciary or agent for one or more investor accounts,it represents that is has sole investment discretion with respect toeach such account and that it has full power to make the foregoingacknowledgments, representations and agreements on behalf of each suchaccount.

6. It acknowledges that the Grantor and the Trustee may, in the eventthat the Certificates are not registered in the name of Cede & Co., asnominee for DTC, require certifications or other evidence that anytransfer of the Certificates is in compliance with the transferrestrictions set forth above.

EXHIBIT A FORM OF GUARANTY

GUARANTEE

GUARANTEE made as of this 13^(th) day of November, 1991 by KANSAS CITYLIFE INSURANCE COMPANY, a Missouri Corporation, with offices at 3520Broadway, Kansas City, Mo. 64111 (referred to herein as the“Guarantor”).

WITNESSETH

WHEREAS, R & S Kansas City Associates Limited Partnership (referred toherein as the “Landlord”) has been has been requested by Old AmericanLife Insurance Company (referred to herein as the “Tenant”) to enterinto an amendment of lease (“First Amendment of Lease”) relating to thatcertain Lease, dated December 29, 1989, between Landlord and Tenant(“Lease”) covering certain premises known as 4900 Oak Street, KansasCity, Missouri (the “Premises”). As a condition to the Landlord'sexecution of such First Amendment of Lease, Landlord has required, andthe Tenant is obligated to deliver to Landlord, the Guarantor'sguarantee of the performance of the Tenant's obligations under the Leaseas amended by the First Amendment of Lease.

WHEREAS, Tenant is a wholly-owned subsidiary of the Guarantor.

WHEREAS, Landlord and the Tenant have concluded negotiations for theFirst Amendment of Lease and all references to the Lease hereinafter setforth shall mean the Lease as amended by the First Amendment of Lease (acopy of which is annexed hereto). All capitalized terms used herein,unless otherwise defined, shall have the meanings ascribed to such termsin the Lease.

WHEREAS, Landlord is unwilling to execute the First Amendment of Leaseunless and until this Guarantee is delivered to Landlord.

NOW, THEREFORE, in consideration of the premises, and for other good andvaluable consideration received, the Guarantor does hereby covenant,agree, represent and warrant to the Landlord as follows:

ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

Guarantor does hereby represent and warrant that (a) it has the power toenter into and perform this Guarantee, (b) neither this Guarantee, theexecution, delivery and performance hereof, the performance of theagreements herein contained nor the consummation of the transactionherein contemplated will violate any statute, ordinance, regulation,court order or decree or order or decree of any governmental authorityor agency or any other agreement to which the Guarantor is subject, (c)this Guarantee constitutes a valid and binding obligation of Guarantorenforceable against the Guarantor in accordance with its terms, (d) theTenant is a wholly-owned subsidiary of the Guarantor and the Guarantorhas determined that it is in the interests of the Guarantor that theTenant enter into the First Amendment of Lease.

ARTICLE II AGREEMENT TO GUARANTEE

Section 2.1. Obligations, Guarantees (a) Guarantor hereby irrevocablyand unconditionally guarantees to the Landlord (i) the full and promptpayment when due of all Rent and other payments required to be paid byTenant under the Lease, whether now existing or hereafter incurred, and(ii) the full and prompt performance of every other obligation of theTenant under the Lease. Each and every default in payment of Rent underthe Lease or any other sum due under the Lease shall give rise to aseparate cause of action hereunder, and separate suits may be broughthereunder as each cause of action arises.

(b) The performance and payments called for hereunder shall become dueand payable to Landlord immediately upon Landlord's, its successors orassigns, mailing a written notice by registered or certified mail,return receipt requested, to Guarantor stating that any of theobligations described above have not been timely fulfilled and remainoutstanding.

Section 2.2. Obligations Unconditional. The obligations of the Guarantorunder this Guarantee shall be absolute and unconditional. It is theintent of this Guarantee that the Landlord shall have resort to theGuarantor without resorting to any remedy against the Tenant and withoutdemand to it. To the fullest extent permitted by law, the obligations ofthe Guarantor hereunder shall not be affected, modified, released orimpaired by any state of facts or the happening from time to time of anyevent, including, without limitation, any of the following whether ornot with notice to, or the consent of, the Guarantor:

(a) The compromise, settlement, release, extension, indulgence, change,modification or termination of any or all of the obligations, covenantsand agreements of the Tenant;

(b) The actual or purported assignment of any of the obligations,covenants and agreements contained in this Guarantee or any assignmentof the Lease or subleasing of the Premises;

(c) The waiver of the payment, performance or observance by the Tenantof the obligations, conditions, covenants or agreement or any or all ofthem contained in the Lease;

(d) The extension of time for the payment of any Rent or any other sumpayable by Tenant under the Lease or the performance of any otherobligation by the Tenant under the Lease;

(e) The modification or amendment (whether material or otherwise butincluding, without limitation, any increase or decrease in the amount ofrental payable under the Lease) of any term, duty, obligation, covenantor agreement set forth in the Lease;

(f) The taking or the omission to take any action or to pursue any rightor remedy under the Lease;

(g) The voluntary or involuntary commencement of any case or proceedingunder the Federal Bankruptcy Code or any state or foreign bankruptcy,insolvency or similar statute affecting the Tenant, the liquidation,dissolution, merger, consolidation, sale or other disposition of all orsubstantially all of the assets of the Tenant, the marshalling of theassets and liabilities, receivership, insolvency, assignment for thebenefit of creditors, the reorganization, arrangement, composition withcreditors, or readjustment of debts or other similar events orproceedings, or the appointment of a receiver, conservator, custodian orsequestrator of or all or part of the property of the Tenant, or anyallegation or contest of the validity of this Guarantee or of the Leasein any such proceeding; it being specifically understood, consented andagreed to that this Guarantee shall remain and continue in full forceand effect and shall be enforceable against the Guarantor to this sameextent and with the same force and effect as if such events andproceedings had not been instituted; and it is the intent and purpose ofthis Guarantee that the Guarantor shall and does hereby waive all rightsand benefits which might accrue to the Guarantor by reason of any suchproceedings or case; or

(h) Any failure of the Landlord to preserve any security under theLease.

Section 2.3. No Waiver of Set-Off; No Right to Jury Trial. No act ofcommission or omission of any kind or at any time upon the part of theLandlord in respect of any matter whatsoever shall in any way impair therights of the Landlord to enforce any right, power or benefit under thisGuarantee and no set-off, counterclaim, reduction or diminution of anyobligation or any defense of any kind or nature (other than performanceby the Tenant of its obligations under the Lease) which the Guarantorhas or may have against the Landlord or any affiliate thereof, shall beavailable hereunder to the Guarantor. Guarantor hereby waives the rightof trial by jury in the event of any litigation between the Landlord andthe Guarantor in respect of any matter arising out of this Guarantee.

Section 2.4. Waiver of Notice; Expenses. Guarantor hereby expresslywaives notice from the Landlord of its acceptance of, and reliance on,this Guarantee. Guarantor agrees to pay all costs, fees, commissions andexpenses (including all attorney fees) which may be incurred by theLandlord in enforcing or attempting to enforce this Guarantee followingany default on the part of the Guarantor hereunder, whether the sameshall be enforced by suit or otherwise. Guarantor hereby waivespresentment of any instrument, demand of payment, protest and notice ofnon-payment or protest thereof.

ARTICLE III NOTICES

Section 3.1. Notices. Any notice required to be sent to the Guarantor,or any notice including process, pleadings or other papers served uponthe foregoing agent shall at the same time be sent United Statesregistered or certified mail, postage pre-paid, to the Guarantor C/OGeneral Counsel, Kansas City Life Insurance Company, 3520 Broadway,Kansas City, Missouri 64111 or to such other address as the Guarantorshall specify by delivery of notice as aforesaid.

ARTICLE IV MISCELLANEOUS

Section 4.1. Guarantee to Become Effective. The obligations of theGuarantor hereunder shall arise absolutely and unconditionally upon theexecution of the First Amendment of Lease by the Landlord.

Section 4.2. Remedies Not Exclusive. No remedy herein conferred upon orreserved to the Landlord is intended to be exclusive of any otheravailable remedy given under this Guarantee or hereafter existing at lawor in equity. No delay or failure to exercise any right or poweraccruing upon any default, omission or failure or performance hereundershall impair any such right or power or shall be construed to be awaiver thereof, but any such right and power may be exercised from timeto time and as often as may be deemed expedient. If any provisioncontained in this Guarantee should be breached by the Guarantor andthereafter duly waived by the Landlord, such waiver shall be limited tothe particular breach so waived, and shall not be deemed to waive anyother breach hereunder. No waiver, amendment, release or modification ofthe Guarantee shall be established by conduct, custom or course ofdealing, but solely by an instrument in writing duly executed by theLandlord and the Guarantor.

Section 4.3. Severability. The invalidity or unenforceability of any oneor more of the phrases, sentences, clauses or sections of this Guaranteeshall not affect the validity or enforceability of the remaining portionof this Guarantee or any part hereof.

Section 4.4. Applicable Law. This Guarantee shall be governed by andconstrued in accordance with the laws of the State of Missouri.

Section 4.5 Successors and Assigns. This Guarantee shall be bindingupon, and be enforceable against the Guarantor and its respectivesuccessors and assigns and shall inure to the benefit of the Landlord,its successors or assigns.

IN WITNESS WHEREOF, the Guarantor has executed this Guarantee as of thedate first above written.

KANSAS CITY LIFE INSURANCE COMPANY By:                      ATTEST: By:             

EXHIBIT B KANSAS CITY LIFE INSURANCE COMPANY ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED DEC. 31, 1994 ANNUAL REPORT EXHIBIT C SCHEDULE OFLEASE PAYMENTS AND CERTIFICATE PAYMENTS EXHIBIT D FORM OF AMENDED ANDRESTATED TRUST AGREEMENT FIRST AMENDED AND RESTATED TERM TRUST AGREEMENTBETWEEN SCRIBCOR, INC. SELLER AND The First National Bank of ChicagoTERM TRUSTEE

DATED AS OF AUG. 25,1995

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY 195REFERENCE 1.1 Definitions 195 ARTICLE II ORGANIZATION 195 2.1 Name 1962.2 Office 196 2.3 Purposes and Powers 197 2.4 Appointment of TermTrustee 197 2.5 Initial Capital Contribution of Trust Estate 197 2.6Declaration of Trust 197 2.7 Liability of the Seller and theCertificateholders 198 2.8 Title to Trust Property 198 2.9 Situs ofTrust 198 2.10 Representations and Warranties of the Seller 199 2.11 TaxTreatment 201 ARTICLE III THE CERTIFICATES 201 3.1 Initial CertificateOwnership 201 3.2 Form of the Certificates 201 3.3 ExecutionAuthentication and Delivery 201 3.4 Registration; Registration ofTransfer and 202 Exchange of Certificates 3.5 Mutilated Destroyed, Lostor Stolen Certificates 204 3.6 Persons Deemed Certificateholders 205 3.7Access to List of Certificateholders' Names and 205 Addresses 3.8Maintenance of Corporate Trust Office 206 3.9 Seller asCertificateholder 206 3.10 Restrictions on Transfer 206 3.11 Book-EntryCertificates 207 3.12 Notices to Clearing Agency 208 3.13 DefinitiveCertificates 209 ARTICLE IV ACTIONS BY TERM TRUSTEE 210 4.1 Prior Noticeto Certificateholders with Respect to 210 Certain Matters 4.2Prohibitions with Respect to Certain Matters 210 4.3 Bankruptcy 211 4.4Restrictions on Certificateholders' Power 211 4.5 Majority Control 2114.6 Limitations on Activities 211 ARTICLE V APPLICATION OF TRUST FUNDS;CERTAIN DUTIES 213 5.1 Establishment of Certificate Distribution Account213 5.2 Application of Trust Funds 214 5.3 Method of Payment 215 5.4Accounting and Reports to the Certificateholders, 215 the InternalRevenue Service and Others 5.5 Signature on Returns 216 5.6 Investmentof Trust Funds 216 ARTICLE VI THE TERM TRUSTEE 217 6.1 Duties of TermTrustee, General 217 6.2 Duties of Term Trustee, Specific 218 6.3 Rightsof Term Trustee 226 6.4 Acceptance of Trusts and Duties 226 6.5 Actionupon Instruction by Certificateholders 229 6.6 Furnishing of Documents230 6.7 Representations and Warranties of Term Trustee 230 6.8 Reliance;Advice of Counsel 231 6.9 Term Trustee Shall Not Own Certificates andNotes 232 6.10 Compensation: Reimbursable Costs 232 6.11 Replacement ofTerm Trustee 233 6.12 Merger or Consolidation of Term Trustee 235 6.13Appointment of Co-Trustee or Separate Trustee 235 6.14 EligibilityRequirements for Term Trustee 237 6.15 Replacement of Servicer 238ARTICLE VII TERMINATION OF TRUST AGREEMENT 238 7.1 Termination of TrustAgreement 238 7.2 Termination Pursuant to Section 6.2 240 7.3Distribution of Remainder Proceeds 242 7.4 Failure of Auction 242 7.5Default by Purchaser 242 ARTICLE VIII AMENDMENTS 243 8.1 Amendments 2438.2 Form of Amendments 243 ARTICLE IX MISCELLANEOUS 244 9.1 No LegalTitle to Trust Estate. 244 9.2 Limitations on Rights of Others 244 9.3Derivative Actions. 244 9.4 Notices 245 9.5 Severability 246 9.6Counterparts 246 9.7 Successors and Assigns 247 9.8 No Recourse 247 9.9Headings 247 9.10 Governing Law 247 Exhibit A Form of CertificateExhibit B Form of Securities Act Exemption Certificate Exhibit C Form ofUndertaking Letter Exhibit D Form of Distribution Date Statement ExhibitE Lease and Guarantee Exhibit F Servicing Agreement Exhibit G Form ofCertificate Depository Agreement

FIRST AMENDED AND RESTATED TRUST AGREEMENT, dated as of Aug. 25, 1995,between SCRIBCOR, INC., an Illinois corporation, as Seller, and TheFirst National Bank of Chicago, a national banking association, not inits personal capacity but solely as Term Trustee of the Trust createdhereby.

RECITALS

A. Seller and Term Trustee are parties to that certain Term TrustAgreement dated as of Apr. 27, 1995 (the “Original Agreement”)establishing the K.C.ABBE® Trust 1995-1.

B. Pursuant to Section 8.1 (a) of the Original Agreement, the partieshereto wish to amend and restate the Original Agreement as hereinafterset forth, to which the Certificateholders consent.

The Seller and the Term Trustee hereby agree as follows:

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions. Certain capitalized terms used in thisAgreement shall have the respective meanings assigned to them inAppendix A attached hereto or Appendix A to the Servicing Agreement. Allreferences herein to “the Agreement” or “this Agreement” are to thisFirst Amended and Restated Trust Agreement, and all references herein toArticles, Sections and subsections are to Articles, Sections andsubsections of this Agreement unless otherwise specified.

ARTICLE II ORGANIZATION

SECTION 2.1 Name. The Trust created hereby shall be known as the K.C.ABBE®) Trust 1995-1 in which name the Term Trustee may conduct thebusiness of the Trust, make and execute contracts and other instrumentson behalf of the Trust and sue and be sued on behalf of the Trust.

SECTION 2.2 Office. The office of the Trust shall be in care of the TermTrustee at the Corporate Trust Office or as the Term Trustee maydesignate by written notice to the Certificateholders.

SECTION 2.3 Purposes and Powers. (a) The purpose of the Trust is toengage in the following activities:

(i) to acquire, manage and hold the Trust Estate in accordance with theterms hereof;

(ii) to issue the Certificates pursuant to this Agreement, and to sell,transfer or exchange the Certificates;

(iii) to collect and receive all payments required to be made by theTenant under the Lease, whether such payments constitute Rent or othersums required to be paid by the Tenant pursuant to the terms of theLease, to make payments to the Certificateholders at the times and inthe manner herein set forth, and to pay the organizational, start-up andtransactional expenses of the Trust;

(iv) to enter into and perform the obligations and exercise the rightsof the Landlord under the Lease;

(v) subject to the limitations hereinafter set forth herein, to engagein those activities, including entering into agreements, that arenecessary, suitable or convenient to accomplish the foregoing or areincidental thereto or connected therewith; and

(vi) subject to compliance herewith and with the Lease and theAdministration Agreement, to engage in such other activities as may berequired in connection with conservation of the Trust Estate and themaking of distributions to the Certificateholders.

The Trust shall not engage in any activity other than in furtherance ofthe foregoing or as specifically required or authorized by the terms ofthis Agreement or the Administration Agreement.

SECTION 2.4 Appointment of Term Trustee. The Seller hereby appoints theTerm Trustee as trustee of the Trust effective as of the date hereof, tohave all the rights, powers and duties set forth herein.

SECTION 2.5 Initial Capital Contribution of Trust Estate. The Seller haspreviously sold, transferred, assigned and conveyed to the Term Trustee,not personally, but solely in its capacity as trustee under the OriginalAgreement, an estate for years in the Real Property, the Lease and theGuaranty. The Term Trustee hereby acknowledges receipt in trust from theSeller, as of the date hereof, of the foregoing contribution, whichshall constitute the initial Trust Estate. The Seller has paid allorganizational expenses of the Trust incurred through the date hereoftogether with the trustee's fee. Except as specifically provided inSection 6.10, the Seller shall have no further obligations with respectto the payment of Reimbursable Costs or any other fees or expensesincurred by the Term Trustee after the date hereof.

SECTION 2.6 Declaration of Trust. The Term Trustee hereby declares thatit shall hold the Trust Estate in trust, upon and subject to theconditions set forth herein, for the use and benefit of theCertificateholders, subject to the obligations of the Trust under theLease and the Administration Agreement. It is the intention of theparties hereto that, solely for purposes of federal income taxes, stateand local income and franchise taxes, and any other taxes imposed upon,measured by, or based upon gross or net income, the Trust shall betreated as a grantor trust subject to the provisions of Subchapter J ofChapter 1 of the Code (or the corresponding provisions of applicablestate or local law). The parties agree that, unless otherwise requiredby appropriate tax authorities, the Trust shall file or cause to befiled annual or other necessary returns, reports and other formsconsistent with the characterization of the Trust as a grantor trust forsuch tax purposes. Effective as of the date hereof, the Term Trusteeshall have all rights, powers and duties set forth herein and underapplicable law with respect to accomplishing the purposes of the Trust.

SECTION 2.7 Liability of the Seller and the Certificateholders.

(a) In no event shall the Seller be liable, directly or indirectly, forany losses, claims, damages, liabilities and expenses of the Trust(including without limitation, except as specifically provided inSection 6.10, Reimbursable Costs, to the extent not paid out of theTrust Estate) including, without limitation, (i) any loss, cost, damageor expense suffered or incurred by the Trust in connection with theownership, use, operation and maintenance of the Real Property (ii) anylosses incurred by a Certificateholder in its capacity as an investor inthe Certificates or (iii) any losses, claims, damages, liabilities andexpenses arising out of the imposition by any taxing authority of anyfederal, state or local income or franchise taxes, or any other taxesimposed on or measured by gross or net income, gross or net receipts,capital, net worth and similar items (including any interest, penaltiesor additions with respect thereto) upon the Certificateholders, or theTerm Trustee (including any liabilities, costs or expenses with respectthereto) with respect to the Trust Estate not specifically indemnifiedor represented to hereunder.

(b) No Certificateholder shall have any personal liability for anyliability or obligation of the Trust.

SECTION 2.8 Title to Trust Property. Legal title to all of the TrustEstate shall be vested at all times in the Trust as a separate legalentity except to the extent that applicable law requires title to anypart of the Trust Estate to be vested in a trustee or trustees, in whichcase title shall be deemed to be vested in the Term Trustee, aco-trustee and/or a separate trustee, as the case may be.

SECTION 2.9 Situs of Trust. The Trust shall be located and administeredin the State of the Corporate Trust Office. All bank accounts maintainedby the Term Trustee on behalf of the Trust shall be located in the Stateof the Corporate Trust Office. The Trust shall not have any employees inany state other than the State of the Corporate Trust Office; provided,however, that nothing herein shall restrict or prohibit the Term Trusteefrom having employees within or without the State of the Corporate TrustOffice. Payments shall be received by the Trust only at the CorporateTrust Office, and payments will be made by the Trust only from theCorporate Trust Office. The only office of the Trust shall be theCorporate Trust Office.

SECTION 2.10 Representations and Warranties of the Seller. The Sellerhereby represents and warrants to the Term Trustee that:

(a) The Seller has been duly organized and is validly existing as acorporation in good standing under the laws of the State of Illinois,with power and authority to own its properties and to conduct itsbusiness as such properties are presently owned and such business ispresently conducted and had at all relevant times, and now has, power,authority and legal right to acquire and own the Trust Estate.

(b) The Seller is duly qualified to do business as a foreign corporationin good standing, and has obtained all necessary licenses and approvalsin all jurisdictions in which the ownership or lease of property or theconduct of its business requires such qualifications.

(c) The Seller has the power and authority to execute and deliver thisAgreement and to carry out its terms. The Seller has, and had at allrelevant times, full power and authority to sell and assign the propertyto be sold and assigned to and deposited with the Term Trustee as partof the Trust and the Seller has duly authorized such sale and assignmentto the Term Trustee by all necessary corporate action; and theexecution, delivery and performance of this Agreement have been dulyauthorized by the Seller by all necessary corporate action.

(d) The consummation of the transactions contemplated by this Agreementand the fulfillment of the terms of this Agreement do not conflict with,result in any breach of any of the terms and provisions of or constitute(with or without notice or lapse of time) a default under, thecertificate of incorporation or by-laws of the Seller, or any indenture,agreement or other instrument, or violate any law or, to the best of theSeller's knowledge, any order, rule or regulation applicable to theSeller of any court or of any federal or state regulatory body,administrative agency or other governmental instrumentality havingjurisdiction over the Seller or any of its properties.

(e) A true, correct and complete copy of the Lease and Guarantee isattached hereto as Exhibit E.

(f) Seller has not received written notice of any material action,proceeding or investigation pending or threatened which would affect theReal Property.

(g) Seller has not received any notice of violation of or potentialliability arising under any federal, state, county, municipal or othergovernmental authority laws, regulations, ordinances, orders ordirectives relating to the use or condition or operation of the RealProperty, including but not limited to zoning, building, fire, airpollution, water pollution, environmental or health code violations,that have not been heretofore corrected.

(h) There is no suit, petition, study, investigation or other proceedingpending before any court, governmental agency or instrumentality,administrative or otherwise (including enforcement actions,administrative proceedings, arbitrations, or governmentalinvestigations) regarding the Real Property. There is no condemnationproceeding pending or declaration of taking or other similar instrumentfiled against the Real Property.

(i) There are no persons in possession of, or having a right topossession of, any part of the Real Property other than Seller, Tenantand persons (known or unknown) claiming by, through or under the Tenant.The Lease is in full force and effect, is the valid and bindingobligation of the parties thereto, has not been modified or amended andis enforceable against such parties in accordance with the termsthereof. There are no defaults by either party to the Lease beyond anyapplicable grace or cure period.

(j) The exceptions to title to the Real Property existing at the time ofSeller's knowledge, any order, rule or regulation applicable to theSeller of any court or of any federal or state regulatory body,administrative agency or other governmental instrumentality havingjurisdiction over the Seller or any of its properties.

(e) A true, correct and complete copy of the Lease and Guarantee isattached hereto as Exhibit E.

(f) Seller has not received written notice of any material action,proceeding or investigation pending or threatened which would affect theReal Property.

(g) Seller has not received any notice of violation of or potentialliability arising under any federal, state, county, municipal or othergovernmental authority laws, regulations, ordinances, orders ordirectives relating to the use or condition or operation of the RealProperty, including but not limited to zoning, building, fire, airpollution, water pollution, environmental or health code violations,that have not been heretofore corrected.

(h) There is no suit, petition, study, investigation or other proceedingpending before any court, governmental agency or instrumentality,administrative or otherwise (including enforcement actions,administrative proceedings, arbitrations, or governmentalinvestigations) regarding the Real Property. There is no condemnationproceeding pending or declaration of taking or other similar instrumentfiled against the Real Property.

(i) There are no persons in possession of, or having a right topossession of, any part of the Real Property other than Seller, Tenantand persons (known or unknown) claiming by, through or under the Tenant.The Lease is in full force and effect, is the valid and bindingobligation of the parties thereto, has not been modified or amended andis enforceable against such parties in accordance with the termsthereof. There are no defaults by either party to the Lease beyond anyapplicable grace or cure period.

(j) The exceptions to title to the Real Property existing at the time ofexecution of this Agreement do not materially adversely affect the useand operation of the Real Property for the uses permitted under theLease or the obligation of Tenant to pay all Rent due thereunder.

SECTION 2.11 Tax Treatment. The Seller and the Term Trustee, by enteringinto this Agreement, and the Certificateholders, by acquiring anyCertificate or interest therein, (i) express their intention that theCertificates will qualify under applicable tax law as certificates ofbeneficial interest in a grantor trust subject to the provisions ofSubchapter J of Chapter 1 of the Code (or the corresponding provisionsof applicable state or local law) and (ii) unless otherwise required byappropriate taxing authorities, agree to treat the Certificates ascertificates of beneficial interest in a grantor trust subject to theprovisions of Subchapter J of Chapter 1 of the Code (or thecorresponding provisions of applicable state or local law) for thepurposes of federal income taxes, state and local income and franchisetaxes, and any other taxes imposed upon, measured by, or based upongross or net income.

ARTICLE III THE CERTIFICATES

SECTION 3.1 Initial Certificate Ownership.

Upon the formation of the Trust through the contribution by the Sellermade pursuant to Section 2.5 and until the issuance of the Certificates,the Seller or its nominee shall be the sole Certificateholder.

SECTION 3.2 Form of the Certificates

(a) The Certificates shall be substantially in the form set forth inExhibit A and shall be issued in minimum denominations of $20,000.00 andin integral multiples of $1,000.00 in excess thereof; provided, however,that one Certificate may be issued in a denomination that includes anyresidual amount. The Certificates shall be executed on behalf of theTrust by manual or facsimile signature of a Responsible Officer of theTerm Trustee. Certificates bearing the manual or facsimile signatures ofindividuals who were, at the time when such signatures shall have beenaffixed, authorized to sign on behalf of the Trust, shall be dulyissued, fully paid and non-assessable beneficial interests in the Trust,notwithstanding that such individuals or any of them shall have ceasedto be so authorized prior to the authentication and delivery of suchCertificates or did not hold such offices at the date of authenticationand delivery of such Certificates.

(b) The Certificates shall be typewritten, printed, lithographed orengraved or produced by any combination of these methods (with orwithout steel engraved borders) all as determined by the officersexecuting such Certificates, as evidenced by their execution of suchCertificates.

(c) The terms of the Certificates s et forth in Exhibit A shall formpart of this Agreement.

SECTION 3.3 Execution, Authentication and Delivery. Following with theacquisition of the Trust Estate by the Trust, the Term Trustee shallcause the Certificates in an aggregate principal amount equal to theinitial Certificate Balance to be executed on behalf of the Trust,authenticated and delivered to or upon the written order of the Seller,signed by its chairman of the board, its president or any vicepresident, without further corporate action by the Seller, in authorizeddenominations. No Certificate shall entitle its holder to any benefitunder this Agreement, or shall be valid for any purpose, unless thereshall appear on such Certificate a certificate of authenticationsubstantially in the form set forth in Exhibit A, executed by the TermTrustee or an authenticating agent appointed by the Term Trustee, bymanual signature. Such authentication shall constitute conclusiveevidence that such Certificate shall have been duly authenticated anddelivered hereunder. All Certificates shall be dated the date of theirauthentication.

SECTION 3.4 Registration: Registration of Transfer and Exchange ofCertificates.

(a) The Term Trustee shall keep or cause to be kept, at the CorporateTrust Office, a Certificate Register in which, subject to suchreasonable regulations as it may prescribe, the Term Trustee shallprovide for the registration of Certificates and of transfers andexchanges of Certificates as provided herein; provided, however, that noCertificate may be subdivided upon transfer or exchange such that thedenomination of any resulting Certificate is less than $20,000.00.

(b) Upon surrender for registration of transfer of any Certificate atthe Corporate Trust Office, the Term Trustee shall execute on behalf ofthe Trust, authenticate and deliver (or shall cause its authenticatingagent to authenticate and deliver), in the name of the designatedtransferee or transferees, one or more new Certificates in authorizeddenominations of a like aggregate amount dated the date ofauthentication by the Term Trustee or any authenticating agent.

(c) At the option of a Certificateholder, Certificates may be exchangedfor other Certificates of authorized denominations of a like aggregateprincipal amount upon surrender of the Certificates to be exchanged atthe Corporate Trust Office. Whenever any Certificates are so surrenderedfor exchange, the Term Trustee shall execute on behalf of the Trust,authenticate and deliver (or shall cause its authenticating agent toauthenticate and deliver) one or more Certificates dated the date ofauthentication by the Term Trustee or any authenticating agent. SuchCertificates shall be delivered to the Certificateholder making theexchange.

(d) Every Certificate presented or surrendered for registration oftransfer or exchange shall be accompanied by a written instrument oftransfer in form satisfactory to the Term Trustee duly executed by theCertificateholder or his attorney duly authorized in writing. EachCertificate surrendered for registration of transfer or exchange shallbe cancelled and subsequently destroyed by the Term Trustee inaccordance with its customary practice.

(e) No service charge shall be made for any registration of transfer orexchange of Certificates, but the Term Trustee may require payment of asum sufficient to cover any tax or governmental charge that may beimposed in connection with any transfer or exchange of Certificates.

SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If (i) any mutilated Certificate is surrendered to the Term Trustee,or The Term Trustee receives evidence to its satisfaction of thedestruction, loss or theft of any Certificate, and (ii) there isdelivered to the Term Trustee and the Trust such security or indemnityas may be required by them to hold each of them harmless, then, in theabsence of notice to the Term Trustee that such Certificate has beenacquired by a bona fide purchaser, the Term Trustee shall execute onbehalf of the Trust and the Term Trustee shall authenticate and deliver(or shall cause its authenticating agent to authenticate and deliver),in exchange for or in lieu of any such mutilated, destroyed, lost orstolen Certificate, a replacement Certificate of a like aggregateprincipal amount; provided, however, that if any such destroyed, lost orstolen Certificate, but not a mutilated Certificate, shall have becomeor within seven days shall be due and payable, then instead of issuing areplacement Certificate the Term Trustee may pay such destroyed, lost orstolen Certificate when so due or payable.

(b) If, after the delivery of a replacement Certificate or payment inrespect of a destroyed, lost or stolen Certificate pursuant tosubsection 3.5(a), a bona fide purchaser of the original Certificate inlieu of which such replacement Certificate was issued presents forpayment such original Certificate, the Term Trustee shall be entitled torecover such replacement Certificate (or such payment) from the Personto whom it was delivered or any Person taking such replacementCertificate from such Person to whom such replacement Certificate wasdelivered or any assignee of such Person, except a bona fide purchaser,and shall be entitled to recover upon the security or indemnity providedtherefor to the extent of any loss, damage, cost or expense incurred bythe Term Trustee in connection therewith.

(c) In connection with the issuance of any replacement Certificate underthis Section 3.5, the Term Trustee may require the payment by theCertificateholder of such Certificate of a sum sufficient to cover anytax or other governmental charge that may be imposed in relation theretoand any other reasonable expenses (including the fees and expenses ofthe Term Trustee and the Certificate Registrar) connected therewith.

(d) Any duplicate Certificate issued pursuant to this Section 3.5 inreplacement of any mutilated, destroyed, lost or stolen Certificateshall constitute an original additional beneficial interest in theTrust, whether or not the mutilated, destroyed, lost or stolenCertificate shall be found at any time or be enforced by anyone, andshall be entitled to all the benefits of this Agreement equally andproportionately with any and all other Certificates duly issuedhereunder.

(e) The provisions of this Section 3.5 are exclusive and shall preclude(to the extent lawful) all other rights and remedies with respect to thereplacement or payment of mutilated, destroyed, lost or stolenCertificates.

SECTION 3.6 Persons Deemed Certificateholders. Prior to due presentationof a Certificate for registration of transfer, the Term Trustee maytreat the Person in whose name any Certificate shall be registered inthe Certificate Register as the Certificateholder of such Certificatefor the purpose of receiving distributions pursuant to Article V and forall other purposes whatsoever, and the Term Trustee shall not beaffected by any notice to the contrary.

SECTION 3.7 Access to List of Certificateholders' Names and Addresses.

The Term Trustee shall furnish within 15 days after receipt by the TermTrustee of a written request therefor from the Seller or anyCertificateholder, a list, in such form as the party requesting suchlist may reasonably require, of the names and addresses of theCertificateholders as of the most recent Record Date. Each Holder, byreceiving and holding a Certificate, shall be deemed to have agreed notto hold the Term Trustee accountable by reason of the disclosure of itsname and address, regardless of the source from which such informationwas derived.

SECTION 3.8 Maintenance of Corporate Trust Office. The Term Trusteeshall maintain at the Corporate Trust Office, an office or offices oragency or agencies where Certificates may be surrendered forregistration of transfer or exchange and where notices and demands to orupon the Term Trustee in respect of the Certificates and the TrustAgreement, Lease and Administrative Agreement may be served. The TermTrustee shall give prompt written notice to the Seller and to theCertificateholders of any change in the location of the CertificateRegister or any such office or agency.

SECTION 3.9 Seller as Certificateholder. The Seller in its individual orany other capacity shall not become the owner or pledge of Certificatesafter the date hereof.

SECTION 3.10 Restrictions on Transfer.

(a) The Certificates have not and will not be registered under theSecurities Act of 1933, as amended (the “Securities Act”), or thesecurities laws of any other jurisdiction. Consequently, theCertificates are not transferable other than pursuant to an exemptionfrom the registration requirements of the Securities Act andsatisfaction of certain other provisions specified herein. No sale,pledge or other transfer of the Certificates may be made by any personunless either (i) such sale, pledge or other transfer is made to a“qualified institutional buyer” that executes a certificate, in the formattached hereto as Exhibit B or as otherwise in form and substancesatisfactory to the Term Trustee and the Seller, to the effect that (A)it is “qualified institutional buyer” as defined under Rule 144A underthe Securities Act, acting for its own account or the accounts of other“qualified institutional buyers” as defined under Rule 144A under theSecurities Act, and (B) it is aware that the transferor of suchCertificate intends to rely on the exemption from the registrationrequirements of the Securities Act provided by Rule 144A under theSecurities Act, or (ii) such sale, pledge or other transfer is otherwisemade in a transaction exempt from the registration requirements of theSecurities Act, in which case (A) the Term Trustee shall require thatboth the prospective transferor and the prospective transferee certifyto the Term Trustee and the Seller in writing the facts surrounding suchtransfer, which certification shall be in form and substancesatisfactory to the Trustee and the Seller, and (B) the Term Trusteeshall require a written opinion of counsel (which will not be at theexpense of the Seller or the Term Trustee) satisfactory to the Sellerand the Term Trustee to the effect that such transfer will not violatethe Securities Act.

(b) The Certificates may not be acquired by or for the account of (i) anemployee benefit plan (as defined in Section 3(3) of the Employee IncomeRetirement Security Act of 1974, as amended (“ERISA”)) that is subjectto the provisions of Title I of ERISA (ii) a plan described in Section4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii)any entity whose underlying assets include “plan assets” as defined inERISA by reason of a plan's investment in the entity (each, a “BenefitPlan”). By accepting and holding a Certificate, the Certificateholdershall be deemed to have represented and warranted that it is not aBenefit Plan and, if requested to do so by the Seller or the Trustee,the Certificateholder shall execute and deliver to the Trustee anUndertaking Letter in the form set forth in Exhibit C.

SECTION 3.11 Book-Entry Certificates. Except for the Certificates issuedto the Seller, the Certificates, upon original issuance, may be issuedin the form of a typewritten certificate or certificates representingBook-Entry Certificates, to be delivered to the Clearing Agency by or onbehalf of the Trust pursuant to the terms of the Certificate DepositoryAgreement. Such Certificate or Certificates shall initially beregistered on the Certificate Register in the name of Cede & Co., thenominee of the Clearing Agency and no Certificateholder shall receive aCertificate representing such Certificateholder's interest in the Trust(or Certificate of Ownership thereof) except as provided in Section3.13. Unless and until definitive fully registered Certificates (the“Definitive Certificates”) shall have been issued to Certificateholderspursuant to Section 3.13:

(a) the provisions of this Section 3.11 shall be in full force andeffect;

(b) the Term Trustee shall be entitled to deal with the Clearing Agencyfor all purposes of this Agreement (including the payment of principalof and interest on the Certificates and the giving of instructions ordirections hereunder) as the sole Certificateholder;

(c) to the extent that the provisions of this Section 3.11 conflict withany other provisions of this Agreement, the provisions of this Section3.11 shall control;

(d) the rights of the Certificateholders shall be exercised only throughthe Clearing Agency and shall be limited to those established by law andagreements between such Certificateholders and the Clearing Agency.Unless and until Definitive Certificates are issued pursuant to Section3.13, the Clearing Agency will make book-entry transfers among theClearing Agency Participants and receive and transmit Distributions onthe Certificates to such Clearing Agency Participants;

(e) whenever this Agreement requires or permits actions to be takenbased upon instructions or directions of Certificateholders owning aspecified percentage of the Voting Interests, the Clearing Agency shallbe deemed to represent such percentage only to the extent that it hasreceived instructions to such effect from the beneficial owner(s) of theCertificate(s) and/or Clearing Agency Participants owning orrepresenting, respectively, such required percentage of Voting Interestsand has delivered such instructions to the Term Trustee.

SECTION 3.12 Notices to Clearing Agency. Whenever a notice or othercommunication to the Certificateholders is required under thisAgreement, unless and until Definitive Certificates shall have beenissued to Certificateholders pursuant to Section 3.13, the Owner Trusteeshall give all such notices and communications specified herein to begiven to Certificateholders to the Clearing Agency and shall have nofurther obligation to the Certificateholders.

SECTION 3.13 Definitive Certificates. If (i) the Clearing Agency is nolonger willing or able to properly discharge its responsibilities withrespect to the Certificates, and the Term Trustee is unable to locate aqualified successor, (ii) the Term Trustee elects by notice in writingto the Certificateholders to terminate the book-entry system through theClearing Agency, or (iii) after the occurrence of an Event of Default,Certificateholders owning a majority of the Voting Interests advise theClearing Agency in writing that the continuation of a book-entry systemthrough the Clearing Agency is no longer in the best interest of theCertificateholders, then the Clearing Agency shall notify allCertificateholders and the Term Trustee of the occurrence of any suchevent and of the availability of Definitive Certificates toCertificateholders requesting the same. Upon surrender to the TermTrustee of the typewritten Certificate or Certificates representing theBook-Entry Certificates by the Clearing Agency, accompanied byregistration instructions, the Term Trustee shall execute andauthenticate the Definitive Certificates in accordance with theinstructions of the Clearing Agency. The Term Trustee shall not beliable for any delay in delivery of such instructions and mayconclusively rely on, and shall be protected in relying on, suchinstructions. Upon the issuance of Definitive Certificates, the TermTrustee shall recognize the party(ies) to whom such DefinitiveCertificate(s) is (are) issued as Certificateholders.

ARTICLE IV ACTIONS BY TERM TRUSTEE

SECTION 4.1 Prior Notice to Certificateholders with Respect to CertainMatters. The Term Trustee shall not take and shall not direct theServicer to take any action with respect to the initiation of any claimor lawsuit by the Trust and the compromise of any action, claim orlawsuit brought by or against the Trust until: (i) the Term Trusteeshall have notified the Certificateholders in writing of the proposedaction, such notice to be given at least five (5) business days beforethe taking of the action described in such notice; and (ii) theCertificateholders have failed to notify the Term Trustee in writingprior to the 5th business day after such notice is given that suchCertificateholders have withheld consent or provided alternativedirection.

SECTION 4.2 Prohibitions with Respect to Certain Matters. The TermTrustee shall not have the right, power or authority, except upon theoccurrence of a Termination Event, to sell, assign, transfer or conveythe Trust Estate or any interest therein, and then, only in accordancewith and to the extent of the provisions of Section 7.2 hereof. In noevent shall the Term Trustee have the right, power or authority to: (i)pledge, mortgage or hypothecate the Trust Estate or any interesttherein; or (ii) amend, or cause to be amended, the Lease; nor shall theCertificateholders have the right, power or authority to direct the TermTrustee to so act, except as explicitly provided in this Agreement. TheTerm Trustee shall not consent to any assignment of the Lease orsublease of any material portion of the Real Property by the Tenantunless there shall then exist no default or Event of Default under theLease and after giving effect to the proposed assignment or sublease,the Tenant and the guarantor under the Guarantee shall remain fullyliable for each and every of the obligations of the Tenant under theLease and shall confirm the same in writing to the Term Trustee and theproposed assignee or sublessee shall execute and deliver a writtenagreement agreeing to be bound by the terms and conditions of the Lease;or (iii) the Term Trustee shall have notified the Certificateholders inwriting describing the proposed assignment or sublease andCertificateholders having at least a majority of the Voting Interestsshall have approved in writing the proposed assignment or sublease. TheTerm Trustee shall provide a copy of any notice given pursuant to thisSection 4.2 to Standard & Poor's Corporation, Commercial MortgageSurveillance Group, 25 Broadway, 10th Floor, New York, N.Y. 10004-1064.

SECTION 4.3 Bankruptcy. In no event shall the Term Trustee have theright, power or authority to commence a voluntary proceeding inbankruptcy relating to the Trust.

SECTION 4.4 Restrictions on Certificateholders' Power. TheCertificateholders shall not direct the Term Trustee to take or refrainfrom taking any action if such action or inaction would be contrary toany obligation of the Trust or the Term Trustee under this Agreement orthe Administration Agreement or would be contrary to Section 2.3, norshall the Term Trustee follow any such direction, if given. In no eventshall the Certificateholders have the right to direct the Term Trusteeto amend the Lease.

SECTION 4.5 Majority Control. Except as expressly provided herein, anyaction that may be taken or consent that may be given or withheld by theCertificateholders under this Agreement may be taken, given or withheldby Certificateholders having not less than a majority of the VotingInterests thereof. Except as expressly provided herein, any writtennotice of the Certificateholders delivered pursuant to this Agreementshall be effective if signed by Certificateholders consisting of notless than a majority of the Voting Interests at the time of the deliveryof such notice.

SECTION 4.6 Limitations on Activities. Notwithstanding any otherprovisions of this Agreement:

(a) The Term Trustee shall not acquire any asset other than the TrustEstate and those assets necessary or appropriate for, incidental to, orresulting from, the ownership, management or operation of the TrustEstate.

(b) The Trust shall not engage, and the Term Trustee shall not cause theTrust to engage, in any business other than those necessary for theownership, management or operation of the Trust Estate. Any transactionbetween the Trust and the Term Trustee or any Affiliate of the TermTrustee shall be entered into upon terms and conditions that areintrinsically fair and substantially similar to those that would beavailable on an arms-length basis with third parties other than the TermTrustee or any Affiliate of the Term Trustee.

(c) The Trust shall not and the Term Trustee shall not cause the Trustto incur any debt, secured or unsecured, direct or contingent (includingguaranteeing any obligation), other than (i) any debt secured by a lienon the Trust Estate that is authorized by any express provision of thisAgreement and (ii) indebtedness incurred in the ordinary course ofbusiness, and (except for any debt arising out of or in connection withthe duties as the trustee of the Trust or as otherwise provided for inthis Agreement) the Term Trustee shall not incur any debt, secured orunsecured, direct or contingent (including guaranteeing any obligation).

(d) The Trust shall not, and the Term Trustee shall not cause the Trustto, make any loans or advances to any third party (including anyAffiliate of the Term Trustee, the Tenant or the Certificateholders).

(e) The Trust shall, and the Term Trustee shall cause the Trust to, payits liabilities from its own assets and not those of any other party andthe Term Trustee shall pay its liabilities from its assets and not thoseof any other party.

(f) Subject to the provisions of Article VII hereof, the Term Trusteeshall do or cause to be done all things necessary to preserve theexistence of the Trust, and the provisions of this Paragraph 4.6 shallnot be amended or modified except with the consent of all of theCertificateholders.

(g) The Trust shall and the Term Trustee shall cause the Trust tomaintain books and records and bank accounts separate from those of itsAffiliates.

(h) The Trust shall be, and at all times shall hold itself out to thepublic as, a legal entity separate and distinct from any other entity.

(i) The Trust shall and the Term Trustee shall cause the Trust to fileits own tax returns.

(j) The Term Trustee shall not commingle the funds and other assets ofthe Trust with those of the Term Trustee, or any Affiliate of the TermTrustee or any other Person except as may be permitted by law.

(k) The Trust shall and the Term Trustee shall cause the Trust toconduct its own business in its own name.

(l) The Trust shall and the Term Trustee shall cause the Trust toobserve all trust formalities.

ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1 Establishment of Certificate Distribution Account.

(a) The Term Trustee, for the benefit of the Certificateholders, shallestablish and maintain in the name of the Term Trustee a segregatedtrust account at The First National Bank of Chicago, or, if there shallbe designated a successor Term Trustee, at such successor Term Trusteeknown as the K.C. ABBE Trust 1995-1 Certificate Distribution Account,bearing an additional designation clearly indicating that the fundsdeposited therein are held for the benefit of the Certificateholders(the “Certificate Distribution Account”). All fees and expenses formaintaining the Certificate Distribution Account shall be included inthe trustee's fees payable to the Term Trustee in connection with thisAgreement and shall not constitute Reimbursable Costs.

(b) The Term Trustee shall possess all right, title and interest in andto all funds on deposit from time to time in the CertificateDistribution Account and in all proceeds thereof. Except as otherwiseprovided herein, the Certificate Distribution Account shall be under thesole dominion and control of the Term Trustee for the benefit of theCertificateholders.

SECTION 5.2 Application of Trust Funds.

(a) On each Distribution Date (including the Final Distribution Date),the Term Trustee shall distribute to the Certificateholders, on a prorata basis, from and only to the extent of amounts then on deposit inthe Certificate Distribution Account, the Distributable Funds calculatedas of the Record Date with respect to such Distribution Date.

(b) On each Distribution Date (including the Final Distribution Date),the Term setting forth, in reasonable detail, and substantially in theform of Exhibit D hereto, the amount of any Expected Distribution as setforth in Appendix C and calculated based upon the assumptions describedtherein, the amount and nature of all Collections received by the TermTrustee since the immediately preceding Distribution Date, the amountand calculation of the Distributable Funds as of such Distribution Date,a calculation of the difference between the Distributable Funds and theExpected Distribution, the balance of the Certificate DistributionAccount after distribution of the Distributable Funds on suchDistribution Date (and amounts, if any, distributed from the CertificateDistribution Account to the Term Trustee as reimbursement forReimbursable Costs or to the Servicer as any Additional Servicing Fee)as of such Distribution Date. The Term Trustee is hereby specificallyauthorized to cause the amount, if any, of such Reimbursable Costs orAdditional Servicing Fee to be distributed from the CertificateDistribution Account to the Term Trustee on each Distribution Date.

(c) If any withholding tax is imposed on the Trust's payment (orallocations of income) to a Certificateholder, such tax shall reduce theamount otherwise distributable to the Certificateholder in accordancewith this Section 5.2. The Term Trustee is hereby authorized anddirected to retain from amounts otherwise distributable to theCertificateholders sufficient funds for the payment of any tax that islegally owed by the Trust (it being understood that the Trustee may, butshall not be obligated, to contest any such tax in appropriateproceedings and withholding payment of such tax, if permitted by law,pending the outcome of such proceedings). The amount of any withholdingtax imposed with respect to a Certificateholder shall be treated as cashdistributed to such Certificateholder at the time it is withheld by theTrust and remitted to the appropriate taxing authority. If there is apossibility that withholding tax is payable with respect to adistribution (such as a distribution to a non-U.S. Certificateholder),the Term Trustee may in its sole discretion withhold such amounts inaccordance with this subsection 5.2(c). If a Certificateholder wishes toapply for a refund of any such withholding tax, the Term Trustee shallreasonably cooperate with such Certificateholder in making such claim solong as such Certificateholder agrees to reimburse the Term Trustee forany out-of-pocket expenses incurred.

SECTION 5.3 Method of Payment. Subject to subsection 7.1(c),distributions required to be made to Certificateholders on anyDistribution Date shall be made to each Certificateholder of record onthe immediately preceding Record Date either by wire transfer, inimmediately available funds, to the account of such Certificateholder ata bank or other entity having appropriate facilities therefor, if suchCertificateholder shall have provided to the Term Trustee appropriatewritten instructions at least five (5) business days prior to suchRecord Date and such Holder's Certificates in the aggregate evidence adenomination of not less than $1,000,000, or, if not, by check mailed tosuch Certificateholder at the address of such holder appearing in theCertificate Register.

SECTION 5.4 Accounting and Reports to the Certificateholders, theInternal Revenue Service and Others. The Term Trustee shall (a) maintain(or cause to be maintained) the books of the Trust on a calendar yearbasis on the cash method of accounting, (b) deliver to eachCertificateholder, as may be required by the Code and applicableTreasury Regulations or otherwise, such information as may be requiredto enable each Certificateholder to prepare its federal income taxreturn, (c) file such tax returns relating to the Trust and make suchelections as may from time to time be required or appropriate under anyapplicable state or federal statute or rule or regulation thereunder soas to maintain the Trust's characterization as a grantor trust forfederal income tax purposes, (d) cause such tax returns to be signed inthe manner required by law and (e) collect or cause to be collected anywithholding tax as described in and in accordance with subsection 5.2(c)with respect to income or distributions to Certificateholders.

SECTION 5.5 Signature on Returns. The Term Trustee shall sign on behalfof the Trust any and all tax returns of the Trust, unless applicable lawrequires the Certificateholders to sign such documents, in which casesuch documents shall be signed by the Certificateholders.

SECTION 5.6 Investment of Trust Funds. The Term Trustee shall causefunds on deposit from time to time in the Certificate DistributionAccount and any other accounts established from time to time by the TermTrustee pursuant to the terms of this Agreement to be invested inEligible Investments. In making such investments, the Term Trustee shalltake into consideration the timing and amount of Distributions and anyother payments required or permitted to be made pursuant to thisAgreement so as to maintain sufficient liquidity of such funds to permitthe Term Trustee to meet the anticipated cash expenditure obligations ofthe Trust from time to time. Interest or other earnings from suchEligible Investments shall be credited to the Certificate DistributionAccount as earned from time to time.

ARTICLE VI THE TERM TRUSTEE

SECTION 6.1 Duties of Term Trustee, General.

(a) The Term Trustee undertakes to perform such duties, and only suchduties, as are specifically set forth in this Agreement and theAdministration Agreement, including the administration of the Trust inthe interest of the Certificateholders, subject to the AdministrationAgreement and in accordance with the provisions of this Agreement andthe Lease. No implied covenants, obligations or duties shall be readinto this Agreement.

(b) In the absence of bad faith on its part, the Term Trustee mayconclusively rely upon certificates or opinions furnished to the TermTrustee and conforming to the requirements of this Agreement indetermining the truth of the statements and the correctness of theopinions contained therein; provided, however, that the Term Trusteeshall have examined such certificates or opinions so as to determinecompliance of the same with the requirements of this Agreement.

(c) The Term Trustee may not be relieved from liability for its ownnegligent action, its own negligent failure to act or its own willfulmisconduct, except that:

(i) this subsection 6.1 (c) shall not limit the effect of subsection 6.1(a);

(ii) the Term Trustee shall not be liable for any error of judgment madein good faith by a Responsible Officer unless it is proved that the TermTrustee was negligent in ascertaining the pertinent facts; and

(iii) the Term Trustee shall not be liable with respect to any action ittakes or omits to take in good faith in accordance with a direction ofthe Seller or the Certificateholders received by it pursuant to anyprovision of this Agreement.

(d) Subject to Sections 5.1 and 5.2, monies received by the Term Trusteehereunder need not be segregated in any manner except (i) to the extentrequired by law and (ii) as specifically provided herein, and may bedeposited under such general conditions as may be prescribed by law fortrust funds.

(e) The Term Trustee shall not take any action that (i) is inconsistentwith the purposes of the Trust set forth in Section 2.3 or (ii) would,to the Actual Knowledge of a Responsible Officer of the Term Trustee,result in the Trusts becoming taxable as a corporation for federalincome tax purposes. The Certificateholders shall not direct the TermTrustee to take action that would violate the provisions of this Section6.1.

SECTION 6.2 Duties of Term Trustee, Specific. In addition to, and not inderogation of, the general duty of the Term Trustee to administer theTrust in the interest of the Certificateholders, and to conserve theTrust Estate, the Term Trustee shall have the specific duties andobligations set forth below.

(a) The Term Trustee shall at all times prior to the termination of theTrust pursuant to Article VII hereof, take all actions necessary topreserve the existence of the Trust, including, without limitation, thepreparation and filing of all instruments or documentation required inconnection therewith. In no event shall the Term Trustee take anyaction, or consent to the taking of any action, pursuant to which theTerm Trustee, the Certificateholders or any other person or party seeksto combine, partition, join or merge the Trust Estate with or into anyother interest in the Real Property, it being acknowledged by theCertificateholders, through their acquisition of the Certificates, thatno Certificateholder shall have any right, claim or cause of action,whether at law or in equity, against the Term Trustee or any otherPerson, pursuant to which such Certificateholder may seek to have theTrust Estate combined with any other interest in the Real Property, anysuch right having been hereby fully and irrevocably waived.

(b) Upon creation of the Trust pursuant hereto, the Term Trustee shallestablish the Certificate Distribution Account, and shall receive onbehalf of the Certificateholders all Collections made in respect ofpayments required to be made by the Tenant pursuant to the terms of theLease. All Collections received by the Term Trustee shall be depositedinto the Certificate Distribution Account and applied in accordance withthe terms hereof.

(c) The Term Trustee shall engage the Servicer pursuant to the terms ofthe Servicing Agreement to monitor on behalf of the Term Trusteeperformance by the Tenant under the Lease, to give and receive noticesrequired or appropriate to be given or received by the Landlord underthe Lease and to otherwise perform on behalf of the Term Trustee theobligations of the Landlord under the Lease pursuant hereto and to theServicing Agreement. If an Event of Default shall occur under the Lease,the Term Trustee shall give or shall cause the Servicer to give aDefault Notice with respect thereto to the Tenant and to theCertificateholders not later than two (2) business days after the dateon which the Term Trustee first obtains Actual Knowledge of theoccurrence of such Event of Default. Each Default Notice shall specifyin reasonable detail the nature of the default by the Tenant giving riseto the occurrence of such Event of Default. For all purposes of thisAgreement, the Term Trustee shall be deemed to have Actual Knowledge ofan Event of Default in the payment of any amount required to be paid bythe Tenant under the terms of the Lease not later than two (2) businessdays after the date required for the making of such payment. Infurtherance of its duties hereunder, the Term Trustee shall cause theServicer to inspect the Real Property not less frequently than two (2)times in each twelve (12) calendar month period during the term of thisTrust for the purpose of determining the Tenant's compliance with theterms of the Lease. All costs and expenses incurred by the Term Trusteepursuant to the Servicing Agreement shall be Reimbursable Costs.

(d) Unless otherwise directed in writing by the Certificateholderspursuant to Section 4.1, after the giving of a Default Notice, the TermTrustee shall initiate or shall cause the Servicer to initiate suchactions, including, without limitation, the commencement of legalproceedings, as shall, in the judgment of counsel retained by the TermTrustee for such purpose, be necessary or appropriate to preserve theTrust Estate and enforce the rights and remedies of the Landlord underthe Lease; and all reasonable costs and expenses incurred by the TermTrustee in so doing shall be Reimbursable Costs. In connectiontherewith, the Term Trustee shall direct the Servicer to obtain aninspection of the Real Property, including, without limitation, a PhaseI environmental inspection and shall deliver copies of any reportprepared in connection therewith to the Certificateholders promptly uponreceipt of the same by the Term Trustee. In connection with anyenforcement proceedings initiated by the Term Trustee or by the Serviceron behalf thereof, the Term Trustee or the Servicer, as the case may be,shall in all cases elect the measure of damages provided in SectionXVIII B. of the Lease as will, in the reasonable judgement of the TermTrustee or Servicer, as the case may be, result in the maximum award tothe Term Trustee in respect of such Event of Default. Notwithstandingthe foregoing, the Term Trustee shall not be required to take anyaction, incur any expenses or advance any funds of the Term Trusteeunder this Section 6.2(d) unless: (i) there shall then be on deposit inthe Certificate Distribution Account funds sufficient, in the reasonablejudgment of the Term Trustee, to provide for reimbursement of allReimbursable Costs incurred or to be incurred by the Term Trustee inacting pursuant to this Section 6.2(d); or (ii) the Term Trustee shallhave received assurances from the Certificateholders (or otherwise) asto the source and manner for the reimbursement of such ReimbursableCosts reasonably satisfactory to the Term Trustee. If the Term Trusteeshall seek such assurances from the Certificateholders and theCertificateholders shall fail or refuse to provide such assuranceswithin fifteen (15) days after receipt of demand therefor, such failureor refusal shall (i) constitute a Termination Event and (ii) excusefurther performance by the Term Trustee pursuant to this Section.

(e) Subject to Section 6.2(h), if the Lease or the Tenant's right topossession of the Real Property thereunder shall be terminated inconnection with an by the Term Trustee for such purpose, be necessary orappropriate to preserve the Trust Estate and enforce the rights andremedies of the Landlord under the Lease; and all reasonable costs andexpenses incurred by the Term Trustee in so doing shall be ReimbursableCosts. In connection therewith, the Term Trustee shall direct theServicer to obtain an inspection of the Real Property, including,without limitation, a Phase I environmental inspection and shall delivercopies of any report prepared in connection therewith to theCertificateholders promptly upon receipt of the same by the TermTrustee. In connection with any enforcement proceedings initiated by theTerm Trustee or by the Servicer on behalf thereof, the Term Trustee orthe Servicer, as the case may be, shall in all cases elect the measureof damages provided in Section XVIII B. of the Lease as will, in thereasonable judgement of the Term Trustee or Servicer, as the case maybe, result in the maximum award to the Term Trustee in respect of suchEvent of Default. Notwithstanding the foregoing, the Term Trustee shallnot be required to take any action, incur any expenses or advance anyfunds of the Term Trustee under this Section 6.2(d) unless: (i) thereshall then be on deposit in the Certificate Distribution Account fundssufficient, in the reasonable judgment of the Term Trustee, to providefor reimbursement of all Reimbursable Costs incurred or to be incurredby the Term Trustee in acting pursuant to this Section 6.2(d); or (ii)the Term Trustee shall have received assurances from theCertificateholders (or otherwise) as to the source and manner for thereimbursement of such Reimbursable Costs reasonably satisfactory to theTerm Trustee. If the Term Trustee shall seek such assurances from theCertificateholders and the Certificateholders shall fail or refuse toprovide such assurances within fifteen (15) days after receipt of demandtherefor, such failure or refusal shall (i) constitute a TerminationEvent and (ii) excuse further performance by the Term Trustee pursuantto this Section.

(e) Subject to Section 6.2(h), if the Lease or the Tenant's right topossession of the Real Property thereunder shall be terminated inconnection with an Event of Default, Casualty Loss Termination, or TotalCondemnation, the Term Trustee shall direct the Servicer to provideusual and customary property and asset management services pursuant tothe Servicing Agreement and, subject to Section 4.1, initiate suchactions as are, in the reasonable judgment of the Servicer and counselengaged by the Term Trustee for such purpose necessary or appropriateto: (i) preserve the Trust Estate and maintain the Real Propertyincluding, without limitation, the payment of real property taxes,insurance premiums as required to maintain the Minimum RequiredInsurance and other reasonable costs and expenses of maintaining andpreserving the Real Property in good operating condition and incompliance with all Laws; and (ii) if so directed in writing by theCertificateholders, procure a Replacement Lease or Leases on such termsand conditions as shall be approved in writing by theCertificateholders. All reasonable costs and expenses incurred by theTerm Trustee pursuant to this Section 6.2(e) shall be ReimbursableCosts. Notwithstanding the foregoing, the Term Trustee shall not berequired to take any action, incur any expenses or advance any funds ofthe Term Trustee under this Section 6.2(e) unless: (i) there shall thenbe on deposit in the Certificate Distribution Account funds sufficient,in the reasonable judgment of the Term Trustee, to provide forreimbursement of all Reimbursable Costs incurred or to be incurred bythe Term Trustee in acting pursuant to this Section 6.2(e); or (ii) theTerm Trustee shall have received assurances from the Certificateholders(or otherwise) as to the source and manner for the reimbursement of suchReimbursable Costs reasonably satisfactory to the Term Trustee. If theTerm Trustee shall seek such assurances from the Certificateholders andthe Certificateholders shall fail or refuse to provide such assuranceswithin fifteen (15) days after receipt of notice thereof, such failureor refusal shall (i) constitute a Termination Event and (ii) excusefurther performance by the Term Trustee pursuant to this Section.

(f) In the event of a Casualty Loss affecting the Real Property inconnection with which the amount of Casualty Proceeds payable withrespect to such Casualty Loss shall be $100,000.00 or more, the TermTrustee shall give or shall cause the Servicer to give, written noticethereof to the Certificateholders not later than five (5) business daysafter the Term Trustee shall have obtained Actual Knowledge of suchCasualty Loss. Thereafter, the Term Trustee shall establish the CasualtyAccount into which the Net Casualty Proceeds from such Casualty Lossshall be deposited in accordance with Article XIV of the Lease (or anycomparable provision of any Replacement Lease), and otherwise direct theServicer to exercise the rights and perform the obligations, subject tothe provisions of this Agreement, of the Landlord under said Article XIV(or the comparable provisions of any Replacement Lease) in connectionwith the restoration of the Real Property by the Tenant as requiredpursuant to Article XIV A. of the Lease. In any circumstance in whichthe Certificateholders do not direct the Term Trustee as to the taking(or not taking) of any action in connection with such restoration of theReal Property, the Term Trustee shall obtain the written recommendationof the Servicer with respect to the matter in question and shall proceedor cause Tenant to proceed with such restoration in the manner sorecommended by the Servicer. The Term Trustee shall be entitled toconclusively rely on such recommendations for all purposes of thisAgreement. All reasonable costs and expenses incurred by the TermTrustee in so acting, including, without limitation, AdditionalServicing Fees and reasonable fees and expenses of counsel retained bythe Term Trustee on behalf of the Trust in connection with such CasualtyLoss shall be Reimbursable Costs. Notwithstanding anything to thecontrary herein or in the Lease contained, the Term Trustee is herebyirrevocably instructed not to exercise any right it may have as Landlordunder the Lease, including, without limitation, Article XIV B. thereof,to terminate the Lease upon the occurrence of a Casualty Loss.

(g) In the event of a Total Condemnation, Term Trustee shall givewritten notice thereof to the Certificateholders not later than five (5)business days after Term Trustee shall have obtained Actual Knowledge ofsuch Total Condemnation and notwithstanding any direction to thecontrary of Certificateholders, the Term Trustee is hereby irrevocablyinstructed to accept the offer to purchase the Real Property required tobe made by the Tenant pursuant to Article XV, Subparagraph C of theLease (or any comparable provision of any Replacement Lease). Allreasonable costs and expenses incurred by the Term Trustee in so actingand in completing the sale of the Real Property to the Tenant pursuantto such offer, including without limitation, reasonable fees andexpenses of counsel retained by the Term Trustee on behalf of the Trustin connection with such Total Condemnation shall be Reimbursable Costs.The Net Compensation received in connection with such Total Condemnationshall be deposited into the Certificate Distribution Account and appliedin accordance with Section 7.3.

(h) Notwithstanding the provisions of Section 6.2(e), if the Lease, orthe Tenant's right to possession of the Real Property thereunder, isterminated at any time during the last ten (10) years of the Term, theprovisions of Section 6.2(e) with respect to the maintenance and repairof the Real Property shall not apply unless and until at least one (1)Replacement Tenant has executed a lease for and taken possession of theReal Property or any portion thereof; provided, however, that suchmaintenance provisions shall be likewise suspended at any timethereafter at which there shall not be at least one performing Tenant inpossession of all or some portion of the Real Property.

(i) If there shall occur a Casualty Loss Termination, the Net CasualtyProceeds shall be deposited into the Casualty Account and applied by theTerm Trustee or, at its direction, the Servicer, to restore the RealProperty to substantially the same condition as existed immediatelyprior to the Casualty Loss giving rise to the Casualty Loss Termination.In such event, the Term Trustee shall direct the Servicer to obtain onbehalf of the Trust, within forty-five (45) days after the Casualty Lossin question, or such later time as may be reasonable or necessary underthe circumstances, at least three (3) fixed-price bids for theperformance of the work required in connection with such restorationfrom experienced general contractors each having (i) net worth of notless than $10,000,000.00; (ii) a five (5) year annual average contractvolume of not less than $50,000,000.00; and (iii) not less than ten (10)years of continuous business operation. The Term Trustee shall submitall three (3) bids to the Certificateholders, who shall direct inwriting the Term Trustee as to the bid to be selected not later thanthirty (30) days after receipt by the Certificateholders of such bids.If the Certificateholders shall fail or refuse to select one of thethree (3) bids within said thirty (30) day period, then the Term Trusteeshall direct the Servicer to make a written recommendation as to the bidwhich, in the judgement of the Servicer exercised in accordance with theservicing standards set forth in the Servicing Agreement, is in the bestinterest of the Certificateholders, and the Term Trustee shall selectsuch bid and direct the Servicer to proceed with the restoration. Insuch event, the Term Trustee shall direct the Servicer to provide usualand customary construction management services in connection with thesupervision and management of such restoration pursuant to the terms ofthe Servicing Agreement. All fees and expenses reasonably incurred bythe Term Trustee in acting pursuant to this Section 6.2(i) shall beReimbursable Costs. Notwithstanding the foregoing, the Term Trusteeshall not be required to take any action, incur any expenses or advanceany funds of the Term Trustee under this Section 6.2(i) unless: (1)there shall then be on deposit in the Casualty Account funds sufficient,in the sole judgment of the Term Trustee, to provide for reimbursementof all Reimbursable Costs incurred or to be incurred by the Term Trusteein acting pursuant to this Section 6.2(i); or (2) the Term Trustee shallhave received assurances from the Certificateholders (or otherwise) asto the source and manner for the reimbursement of such ReimbursableCosts satisfactory to the Term Trustee. If the Term Trustee shall seeksuch assurances from the Certificateholders and the Certificateholdersshall fail or refuse to provide such assurances within fifteen (15) daysafter receipt of demand therefor, such failure or refusal shallconstitute a Termination Event and excuse further performance by theTerm Trustee pursuant to the provisions of this Section. If, uponcompletion of the restoration of the Real Property required by thisSection 6.2(i) there shall remain any unapplied balance of Net CasualtyProceeds, the same shall be distributed to the Certificateholders inaccordance with Section 5.2 hereof.

(j) If there shall occur a Total Condemnation, the Term Trustee shalldeposit the Net Compensation received in respect thereof into theCertificate Distribution Account for distribution in accordance withSections 5.2 and 7.3 hereof.

(k) If there shall occur a Partial Condemnation, the Net Compensationreceived by the Term Trustee shall be deposited into the CondemnationAccount and administered by the Servicer in accordance with Article XV,Subparagraph E of the Lease (or the comparable provisions of anyReplacement Lease) to the payments required to be made to the Tenant (orany Replacement Tenant) in connection with the restoration of the RealProperty by the Tenant as required pursuant to Article XV. SubparagraphE of the Lease. If, after making all payments of the Net Compensationrequired to be made to the Tenant (or any Replacement Tenant) thereshall remain any unapplied balance of the Net Compensation, suchunapplied balance shall be paid to the Remainder Trustee.

(l) The Term Trustee shall establish and maintain a segregated trustaccount at the First National Bank of Chicago, or if there shall bedesignated a successor Term Trustee, at such successor Term Trusteeknown as the K.C. ABBE®) Trust 1995-1 Rental Interruption InsuranceReserve Account (the “RII Reserve Account”) into which shall bedeposited from the funds otherwise constituting Distributable Funds onthe first Distribution Date after execution of this Agreement the amountof $28,200.00 as a reserve for the rental interruption insurancerequired to be obtained pursuant to this Section 6(l). Provided the samemay then be obtained on commercially reasonable terms, the Term Trusteeshall, or shall cause the Servicer to, obtain and maintain at all timesduring the last two years of the Term, rental interruption insurance inan amount equal to the lesser of: (i) 125% of the Prepayment Amount asof the first month in the penultimate year of the Term; and (ii) thetotal rent payable under the Lease during the final two years of theTerm, and on such terms and conditions as shall then be customaryinsuring the Trust against interruption of rental payments under theLease. Such insurance shall be written by a company having a claimspaying ability rating of BBB+ or better as issued by Standard & Poor'sCorporation. The cost of such rental interruption insurance shall bepaid out of the RII Reserve Account with any excess cost to be paid bythe Term Trustee from the Certificate Distribution Account. If, afteracquiring such rental interruption insurance, there shall remain anyunapplied balance in the RII Reserve Account, the same shall bedistributed to the Certificateholders in accordance with Section 5.2hereof.

(m) The Term Trustee shall establish and maintain a segregated accountat The First National Bank of Chicago, or if there shall be designated asuccessor Term Trustee, at such successor Term Trustee known as the K.C.ABBE® Holdings Rating Agency Reserve Account (the “RA Reserve Account”)for the benefit of the Certificateholders of the K.C. ABBE® Trust 1995-1into which shall be deposited from the funds received from the Sellerthe amount of $17,500.00 as a reserve for the Rating Agency fees ofapproximately $2,000.00 per year which fees shall be paid upon receiptby the Term Trustee of invoices from the Rating Agency therefor. Uponthe Final Distribution Date, any balance remaining in the RA ReserveAccount shall be returned to Seller.

SECTION 6.3 Rights of Term Trustee. The Term Trustee is authorized anddirected to execute and deliver the Administration Agreement and eachcertificate or other document attached as an exhibit to or contemplatedby this Agreement or the Administration Agreement to which the Trust isto be a party, in such form as the Certificateholders shall approve asevidenced conclusively by the Term Trustee's execution thereof. Inaddition to the foregoing, the Term Trustee is authorized, but shall notbe obligated, to take all actions required of the Trust pursuant to theLease and Administration Agreement. To the extent not prohibited by thisAgreement or the Administration Agreement, the Term Trustee is furtherauthorized from time to time to take such action as theCertificateholders recommend with respect to the Trust Estate.

SECTION 6.4 Acceptance of Trusts and Duties. Except as otherwiseprovided in this Article VI, in accepting the trusts hereby created, TheFirst National Bank of Chicago acts solely as Term Trustee hereunder andnot in its individual capacity and all Persons having any claim againstthe Term Trustee by reason of the transactions contemplated by thisAgreement shall look only to the Trust Estate for payment orsatisfaction thereof. The Term Trustee accepts the trusts hereby createdand agrees to perform its duties hereunder with respect to such trustsbut only upon the terms of this Agreement. The Term Trustee also agreesto disburse all monies actually received by it constituting part of theTrust Estate upon the terms of this Agreement. The Term Trustee shallnot be liable or accountable hereunder or under the Lease or theAdministration Agreement under any circumstances, except (i) a breach ofits duties under this Agreement or its own willful misconduct or (ii) inthe case of the inaccuracy of any representation or warranty containedin Section 6.7 and expressly made by the Term Trustee. In particular,but not by way of limitation (and subject to the exceptions set forth inthe preceding sentence):

(a) except as specifically provided in Section 6.2 hereof, the TermTrustee shall at no time have any responsibility or liability for orwith respect to sufficiency of the Trust Estate or its ability togenerate the payments to be distributed to Certificateholders under thisAgreement including, without limitation: the existence, condition andownership of the Real Property; the existence and enforceability of anyinsurance thereon; or the performance or enforcement of the Lease.

(b) the Term Trustee shall not be liable with respect to any actiontaken or omitted to be taken by it in accordance with the instructionsof the Certificateholders;

(c) no provision of this Agreement or the Lease or the AdministrationAgreement shall require the Term Trustee to expend or risk funds, incurany Reimbursable Cost, or otherwise incur any financial liability in theperformance of any of its rights or powers hereunder, if the TermTrustee shall have reasonable grounds for believing that repayment ofsuch funds or adequate indemnity against such risk or liability is notreasonably assured or provided to it;

(d) under no circumstances shall the Term Trustee be liable for thepayment of amounts due under the Certificates except for thedistribution of amounts in the Certificate Distribution Account inaccordance with Section 5.3 hereof;

(e) the Term Trustee shall not be responsible for or in respect of andmakes no representation as to the validity or sufficiency of anyprovision of this Agreement or for the due execution hereof by theSeller or for the form, character, genuineness, sufficiency, value orvalidity of any of the Trust Estate or for or in respect of the validityor sufficiency of the Certificates (other than the certificate ofauthentication on the Certificates) and the Term Trustee shall in noevent assume or incur any liability, duty or obligation to anyCertificateholder, other than as expressly provided for herein and inthe Administration Agreement; and

(f) the Term Trustee shall be under no obligation to exercise any of therights or powers vested in it by this Agreement, or to institute,conduct or defend any litigation under this Agreement or otherwise or inrelation to this Agreement, the Lease or Administration Agreement, atthe request, order or direction of any of the Certificateholders, unlesssuch Certificateholders have offered to the Term Trustee security orindemnity satisfactory to it against the costs, expenses and liabilitiesthat may be incurred by the Term Trustee therein or thereby. The rightof the Term Trustee to perform any discretionary act enumerated in thisAgreement or the Administration Agreement shall not be construed as aduty, and the Term Trustee shall not be answerable for other than itsnegligence or willful misconduct in the performance of any such act.

SECTION 6.5 Action upon Instruction by Certificateholders.

(a) Subject to the terms, conditions and limitations hereof and theterms and conditions of the Administration Agreement, theCertificateholders may by written instruction direct the Term Trustee inthe management of the Trust. Such direction may be exercised at any timeby written instruction of the Certificateholders pursuant to Section6.5(c) hereof.

(b) Notwithstanding the foregoing, the Term Trustee shall not berequired to take any action hereunder or under the AdministrationAgreement if the Term Trustee shall have reasonably determined, or shallhave been advised by counsel, that such action is likely to result inliability on the part of the Term Trustee or is contrary to the termshereof or of the Lease or Administration Agreement or is otherwisecontrary to law or unduly prejudicial to the interests of theCertificateholders not joining in any such direction.

(c) Whenever the Term Trustee is unable to decide between alternativecourses of action permitted or required by the terms of this Agreementor the Lease or Administration Agreement, or is unsure as to theapplication, intent, interpretation or meaning of any provision of thisAgreement or the Lease or Administration Agreement, the Term Trusteeshall promptly give notice (in such form as shall be appropriate underthe circumstances) to the Certificateholders requesting instruction asto the course of action to be adopted, and, to the extent the TermTrustee acts in good faith in accordance with any such instructionreceived, the Term Trustee shall not be liable on account of such actionto any Person. If the Term Trustee shall not have received appropriateinstructions within ten days of such notice (or within such shorterperiod of time as reasonably may be specified in such notice or may benecessary under the circumstances) it may, but shall be under no dutyto, take or refrain from taking such action which is consistent, in itsview, with this Agreement or the Lease and the Administration Agreement,and as it shall deem to be in the best interests of theCertificateholders, and the Term Trustee shall have no liability to anyPerson for any such action or inaction.

SECTION 6.6 Furnishing of Documents. The Term Trustee shall furnish tothe Certificateholders, promptly upon receipt of a written requesttherefor, duplicates or copies of all reports, notices, requests,demands, certificates, financial statements and any other instrumentsfurnished to the Term Trustee under the Lease or hereunder.

SECTION 6.7 Representations and Warranties of Term Trustee. The TermTrustee hereby represents and warrants to the Seller, for the benefit ofthe Certificateholders, that:

(a) It is a national banking association duly organized, validlyexisting and in good standing under the laws of the United States.

(b) It has full power, authority and legal right to execute, deliver andperform this Agreement, and has taken all necessary action to authorizethe execution, delivery and performance by it of this Agreement.

(c) The execution, delivery and performance by it of this Agreement (i)shall not violate any provision of any law or regulation governing thebanking and trust powers of the Term Trustee or any order, writ,judgment or decree of any court, arbitrator or governmental authorityapplicable to the Term Trustee or any of its assets, (ii) shall notviolate any provision of the articles of association or by-laws of theTerm Trustee, or (iii) shall not violate any provision of, orconstitute, with or without notice or lapse of time, a default under, orresult in the creation or imposition of any lien on any propertiesincluded in the Trust Estate pursuant to the provisions of any mortgage,indenture, contract, agreement or other undertaking to which it is aparty.

(d) The execution, delivery and performance by the Term Trustee of thisAgreement shall not require the authorization, consent or approval of,the giving of notice to, the filing or registration with, or the takingof any other action in respect of, any governmental authority or agencyregulating the banking and corporate trust activities of the TermTrustee.

(e) This Agreement has been duly executed and delivered by the TermTrustee and constitutes the legal, valid and binding agreement of theTerm Trustee, enforceable in accordance with its terms, except asenforceability may be limited by bankruptcy, insolvency, reorganization,or other similar laws affecting the enforcement of creditors' rights ingeneral and by general principles of equity, regardless of whether suchenforceability is considered in a proceeding in equity or at law.

SECTION 6.8 Reliance; Advice of Counsel.

(a) The Term Trustee shall incur no liability to anyone in acting uponany signature, instrument, notice, resolution, request, consent, order,certificate, report, opinion, bond or other document or paper believedby it to be genuine and believed by it to be signed by the proper partyor parties and need not investigate any fact or matter in any suchdocument. The Term Trustee may accept a certified copy of a resolutionof the board of directors or other governing body of any corporate partyas conclusive evidence that such resolution has been duly adopted bysuch body and that the same is in full force and effect. As to any factor matter the method of the determination of which is not specificallyprescribed herein, the Term Trustee may for all purposes hereof rely ona certificate, signed by the president or any vice president or by thetreasurer or other authorized officers of the relevant party, as to suchfact or matter, and such certificate shall constitute full protection tothe Term Trustee for any action taken or omitted to be taken by it ingood faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in theperformance of its duties and obligations under this Agreement, theLease or the Administration Agreement, the Term Trustee: (i) may actdirectly or through its agents, attorneys, custodians or nominees(including the granting of a power of attorney to officers of The FirstNational Bank of Chicago to execute and deliver any documents relatedthereto on behalf of the Term Trustee) pursuant to agreements enteredinto with any of them, and the Term Trustee shall not be liable for theconduct or misconduct of such agents, attorneys, custodians or nomineesif such agents, attorneys, custodians or nominees shall have beenselected by the Term Trustee with reasonable care; and (ii) may consultwith counsel, accountants and other skilled professionals to be selectedwith reasonable care and employed by it. The Term Trustee shall not beliable for anything done, suffered or omitted in good faith by it inaccordance with the opinion or advice of any such counsel, accountantsor other such Persons and not contrary to this Agreement, the Lease orthe Administration Agreement.

SECTION 6.9 Term Trustee Shall Not Own Certificates and Notes. The TermTrustee shall not, in its individual or any other capacity, become theowner or pledgee of Certificates, but may otherwise deal with the otherparties to this Agreement, the Lease, the Administration Agreement, andthe Certificateholders with the same rights it would have were it notTerm Trustee hereunder.

SECTION 6.10 Compensation; Reimbursable Costs. The Term Trustee shallreceive as compensation for its services hereunder Ten Thousand Dollars($10,000.00) per year from the Certificate Distribution Account payablein advance in a single annual payment made on September 1 of each yearduring the term of this Agreement, out of which Two Thousand FiveHundred Dollars ($2,500.00) shall be paid to the Servicer as the basicServicing Fee under the Servicing Agreement, and the Term Trustee shallbe entitled to be reimbursed by the Certificateholders or the TrustEstate, as the circumstances may require, for all Reimbursable Costs asthe Term Trustee may incur in connection with the exercise andperformance of its rights and its duties under Article VI, Sections 6.2,(d), (e), (f), (g), (i), 0) and (k) hereof. Any amounts paid to the TermTrustee pursuant to this Article VI shall be deemed not to be a part ofthe Trust Estate immediately after such payment. Seller shall indemnifyand hold harmless the Term Trustee from and against any loss suffered orcost incurred by the Term Trustee for any Reimbursable Cost for whichthe Term Trustee does not receive reimbursement from theCertificateholders, or the Trust Estate, as the circumstances mayrequire, pursuant to the terms of this Agreement (“Unrecovered Costs”),provided the Term Trustee shall have first used all commerciallyreasonable efforts to recover such Un recovered Costs from theCertificateholders, or the Trust Estate, as the circumstances mayrequire. Seller shall make payment to the Term Trustee of anyUnrecovered Costs in respect of which the Term Trustee is entitled toindemnification pursuant hereto not later than thirty (30) days afterreceipt of written demand therefor setting forth in reasonable detailthe nature and amount of such Unrecovered Costs and the actions taken bythe Term Trustee to collect the same from the Certificateholders and theTrust Estate, as the case may be. Upon the making of any paymenthereunder by the Seller, the Seller shall be subrogated to all rightsand claims of the Term Trustee against the Certificateholders and theTrust Estate in respect of the Unrecovered Costs so paid by the Sellerarising under this Agreement or otherwise.

SECTION 6.11 Replacement of Term Trustee.

(a) The Term Trustee may resign at any time and be discharged from thetrusts hereby created by giving thirty (30) days' prior written noticethereof to the Certificateholders. The Certificateholders shall appointa successor Term Trustee meeting the requirements of Section 6.14 bydelivering a written instrument, in duplicate, to the resigning TermTrustee and the successor Term Trustee. If no successor Term Trusteeshall have been appointed and have accepted appointment within 30 daysafter the giving of such notice of resignation, the Seller, upon writtennotice thereof from the resigning Term Trustee, may appoint suchsuccessor Term Trustee meeting the requirements of Section 6.14 bydelivering a written instruction to such effect to the resigning TermTrustee and the successor Term Trustee within thirty (30) days afterreceipt of such notice from the resigning Term Trustee. If no successorTerm Trustee shall have been appointed and have accepted appointmentprior to the expiration of such second thirty (30) day period, theresigning Term Trustee may petition any court of competent jurisdictionfor the appointment of a successor Term Trustee. The Certificateholdersshall remove the Term Trustee if:

(i) the Term Trustee shall cease to be eligible in accordance with theprovisions of Section 6.14 and shall fail to resign after writtenrequest therefor by the Certificateholders;

(ii) the Term Trustee shall be adjudged bankrupt or insolvent;

(iii) a receiver or other public officer shall be appointed or takecharge or control of the Term Trustee or of its property or affairs forthe purpose of rehabilitation, conservation or liquidation; or

(iv) the Term Trustee shall otherwise be incapable of acting.

(b) If the Term Trustee resigns or is removed or if a vacancy exists inthe office of Term Trustee for any reason the Certificateholders shallpromptly appoint a successor Term Trustee by written instrument, induplicate (one copy of which instrument shall be delivered to theoutgoing Term Trustee so removed and one copy to the successor TermTrustee) and shall pay all fees and expenses owed to the outgoing TermTrustee.

(c) Any resignation or removal of the Term Trustee and appointment of asuccessor Term Trustee pursuant to any of the provisions of this Section6.11 shall not become effective until a written acceptance ofappointment is delivered by the successor Term Trustee to the outgoingTerm Trustee and the Certificateholders and all fees and expenses due tothe outgoing Term Trustee are paid. Any successor Term Trustee appointedpursuant to this Section 6.11 shall be eligible to act in such capacityin accordance with Section 6.14 and, following compliance with thepreceding sentence, shall become fully vested with all the rights,powers, duties and obligations of its predecessor under this Agreement,with like effect as if originally named as Term Trustee.

(d) The predecessor Term Trustee shall upon payment of its fees andexpenses deliver to the successor Term Trustee all documents andstatements and monies held by it under this Agreement. TheCertificateholders and the predecessor Term Trustee shall execute anddeliver such instruments and do such other things as may reasonably berequired for fully and certainly vesting and confirming in the successorTerm Trustee all such rights, powers, duties and obligations.

SECTION 6.12 Merger or Consolidation of Term Trustee. Any corporationinto which the Term Trustee may be merged or converted or with which itmay be consolidated, or any corporation resulting from any merger,conversion or consolidation to which the Term Trustee shall be a party,or any corporation succeeding to all or substantially all of thecorporate trust business of the Term Trustee, shall be the successor ofthe Term Trustee hereunder, provided such corporation shall be eligiblepursuant to Section 6.14, and without the execution or filing of anyinstrument or any further act on the part of any of the parties hereto.

SECTION 6.13 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Agreement, at any time,for the purpose of meeting any legal requirement of any jurisdiction inwhich the Trust Estate is located, the Certificateholders and the TermTrustee acting jointly shall have the power and shall execute anddeliver all instruments to appoint one or more Persons approved by theTerm Trustee to act as co-trustee, jointly with the Term Trustee, or asseparate trustee or trustees, of all or any part of the Trust Estate,and to vest in such Person, in such capacity, such title to the TrustEstate, or any part thereof, and, subject to the other provisions ofthis Section 6.13, such powers, duties, obligations, rights and trustsas the Certificateholders and the Term Trustee may consider necessary ordesirable. If the Certificateholders shall not have joined in suchappointment within fifteen (15) days after receipt of a request so todo, the Term Trustee alone shall have the power to make suchappointment. No co-trustee or separate trustee under this Agreementshall be required to meet the terms of eligibility as a successortrustee pursuant to Section 6.14 and no notice of the appointment of anyco-trustee or separate trustee shall be required pursuant to Section6.11.

(b) Each separate trustee and co-trustee shall, to the extent permittedby law, be appointed and act subject to the following provisions andconditions:

(i) all rights, powers, duties and obligations conferred or imposed uponthe Term Trustee shall be conferred upon and exercised or performed bythe Term Trustee and such separate trustee or co-trustee jointly (itbeing understood that such separate trustee or co-trustee is notauthorized to act separately without the Term Trustee joining in suchact), except to the extent that under any law of any jurisdiction inwhich any particular act or acts are to be performed, the Term Trusteeshall be incompetent or unqualified to perform such act or acts, inwhich event such rights, powers, duties and obligations (including theholding of title to the Trust Estate or any portion thereof in any suchjurisdiction) shall be exercised and performed singly by such separatetrustee or co-trustee, but solely at the direction of the Term Trustee;

(ii) no trustee under this Agreement shall be personally liable byreason of any act or omission of any other trustee under this Agreement;and

(iii) the Certificateholders and the Term Trustee acting jointly may atany time accept the resignation of or remove any separate trustee orco-trustee.

(c) Any notice, request or other writing given to the Term Trustee shallbe deemed to have been given to each of the then separate trustees andco-trustees, as effectively as if given to each of them. Everyinstrument appointing any separate trustee or co-trustee shall refer tothis Agreement and the conditions of this Article. Each separate trusteeand co-trustee, upon its acceptance of the trusts conferred, shall bevested with the estates or property specified in its instrument ofappointment, either jointly with the Term Trustee or separately, as maybe provided therein, subject to all the provisions of this Agreement,specifically including every provision of this Agreement relating to theconduct of, affecting the liability of, or affording protection to, theTerm Trustee. Each such instrument shall be filed with the Term Trusteeand a copy thereof given to the Certificateholders.

(d) Any separate trustee or co-trustee may at any time appoint the TermTrustee as its agent or attorney-in-fact with full power and authority,to the extent not prohibited by law, to do any lawful act under or inrespect of this Agreement on its behalf and in its name. If any separatetrustee or co-trustee shall die, become incapable of acting, resign orbe removed, all of its estates, properties, rights, remedies and trustsshall vest in and be exercised by the Term Trustee, to the extentpermitted by law, without the appointment of a new or successor trustee.

SECTION 6.14 Eligibility Requirements for Term Trustee. Subject toSection 6.13, the Term Trustee shall at all times be The First NationalBank of Chicago, or in the case of a successor Term Trustee: (i) be abank or other depository institution authorized pursuant to applicablelaws to exercise corporate trust powers with respect to the TrustEstate; (ii) have a combined capital and surplus of at least $50,000,000and be subject to supervision or examination by federal or stateauthorities; and (iii) have (or have a parent which has) a long-termunsecured debt rating of at least BBB+ by Standard & Poor's Corporation.If such corporation shall publish reports of condition at leastannually, pursuant to law or to the requirements of the aforesaidsupervising or examining authority, then for the purpose of this Section6.14, the combined capital and surplus of such corporation shall bedeemed to be its combined capital and surplus as set forth in its mostrecent report of condition so published. If at any time the Term Trusteeshall cease to be eligible in accordance with the provisions of thisSection 6.14, the Term Trustee shall resign immediately in the mannerand with the effect specified in Section 6.11.

SECTION 6.15 Replacement of Servicer. If an “Event of Termination” shalloccur under the Servicing Agreement, the Term Trustee shall immediatelynotify the Certificateholders thereof. Certificateholders having notless than a majority of the Voting Interests shall be entitled to waivesuch Event of Termination upon written direction to the Term Trustee. Inthe absence of such written direction, the Term Trustee orCertificateholders having not less than a majority of the VotingInterests may terminate the Servicing Agreement. In such event, the TermTrustee shall succeed to the rights and responsibilities of the Servicerunder the Servicing Agreement. Thereafter, the Term Trustee shall beentitled to the fees payable to the Servicer under the ServicingAgreement. The Term Trustee may appoint an Eligible Servicer to act as asuccessor Servicer in place of the terminated Servicer under theServicing Agreement provided that in no event shall the fees payable tosuch successor Servicer exceed those payable to the Servicer under theServicing Agreement unless approved in writing by Certificateholdershaving not less than a majority of the Voting Interests.

ARTICLE VII TERMINATION OF TRUST AGREEMENT

SECTION 7.1 Termination of Trust Agreement.

(a) This Agreement (other than Section 6.10) and the Trust shallterminate and be of no further force or effect on the final distributionby the Term Trustee of all monies or other property or proceeds of theTrust Estate in accordance with the terms hereof following theoccurrence of a Termination Event, or at the time provided in Section7.2. The bankruptcy, liquidation, dissolution, death or incapacity ofany Certificateholder, shall not (x) operate to terminate this Agreementor the Trust, nor (y) entitle such Certificateholder's legalrepresentatives or heirs to claim an accounting or to take any action orproceeding in any court for a partition or winding up of all or any partof the Trust or the Trust Estate nor (z) otherwise affect the rights,obligations and liabilities of the parties hereto.

(b) Neither the Seller nor any Certificateholder shall be entitled torevoke or terminate the Trust.

(c) Notice of any termination of the Trust, specifying the DistributionDate upon which the Certificateholders shall surrender theirCertificates to the Term Trustee for final distribution andcancellation,(the “Final Distribution Date”), shall be given by the TermTrustee by letter to Certificateholders mailed within thirty (30) daysfollowing the occurrence of a Termination Event (a “TerminationNotice”), stating: (i) the Final Distribution Date at which time finalpayment of the Certificates shall be made upon presentation andsurrender of the Certificates at the office of the Term Trustee thereindesignated; (ii) the amount (if then known) of any such final payment;and (iii) that payments will be made only upon presentation andsurrender of the Certificates at the office of the Term Trustee thereinspecified. Upon presentation and surrender of the Certificates, the TermTrustee shall cause to be distributed to Certificateholders amountsdistributable on such Distribution Date pursuant to Section 5.3. TheFinal Distribution Date shall be not later than: (i) in the event of aTotal Condemnation, thirty (30) days following receipt by the TermTrustee of the Net Compensation payable in connection therewith; (ii) inthe case of a sale of the Trust Estate pursuant to Section 7.2, thirty(30) days following receipt by the Term Trustee of the proceeds fromsuch sale; and (iii) the event of the occurrence of the TerminationDate, not later than thirty (30) days following the Termination Date.If, on the Final Distribution Date, any restoration or repair of theReal Property undertaken pursuant to Sections 6.2(f) or (i) shall nothave been completed, then the Term Trustee shall cause the entirebalance of funds, if any, then contained in the Casualty Account to bepaid to the Remainder Trustee. If, on the Final Distribution Date, anypayments required to be made to the Tenant pursuant to Section 6.2(k) onaccount of a Partial Condemnation shall not have been made, the TermTrustee shall cause the entire balance of funds, if any, then containedin the Condemnation Account to be paid to the Remainder Trustee.

d) If all of the Certificateholders shall not surrender theirCertificates for cancellation within six months after the date specifiedin the Termination Notice, the Term Trustee shall give a second writtennotice to the remaining Certificateholders to surrender theirCertificates for cancellation and receive the final distribution withrespect thereto. If within one year after the second notice all theCertificates shall not have been surrendered for cancellation, the TermTrustee may take appropriate steps, or may appoint an agent to takeappropriate steps, to contact the remaining Certificateholdersconcerning surrender of their Certificates, and the cost thereof shallbe paid out of the funds and other assets that shall remain subject tothis Agreement. Subject to applicable laws with respect to escheat offunds, any funds remaining in the Trust after exhaustion of suchremedies in the preceding sentence shall be deemed property of theSeller and distributed by the Term Trustee to the Seller, and the TermTrustee shall have no further liability to the Certificateholders withrespect thereto.

SECTION 7.2 Termination Pursuant to Section 6.2. If a Termination Eventshall occur pursuant to Section 6.2, the Term Trustee shall give aTermination Notice with respect thereto to the Certificateholders and tothe parties to whom such notice is required pursuant to theAdministration Agreement and the Term Trustee shall thereafter sell theassets of the Trust Estate at an open outcry auction held in acommercially reasonable manner and on commercially reasonable terms on adate not earlier than thirty (30) days and not later than ninety (90)days after such Termination Notice has been given by the Term Trusteeall as more particularly set forth herein. Such Termination Notice shallspecify the time, place and terms of such auction. The Term Trusteeshall consult with the Servicer regarding the Auctioneer to be engagedby the Term Trustee and the terms and conditions of the auction to beconducted thereby. The Servicer shall make a written recommendation tothe Term Trustee regarding the identity of the Auctioneer to be selectedand the terms on which the auction shall be conducted; provided,however, that in all events, the Auctioneer shall conduct any auctionheld pursuant hereto: (i) at the Corporate Trust Office; (ii) on an openoutcry basis with no reserve price or minimum bid; (iii) only afterpublication of the time and place for such auction in a manner and withsuch publications as shall then be required to satisfy the requirementsof the Uniform Commercial Code, or any successor legislation, as then ineffect in the jurisdiction in which such auction shall be held, withrespect to sales of collateral thereunder; (iv) pursuant to biddingrules that shall specify the form of purchase and sale agreement to beentered into between the Term Trustee and the successful bidder at theauction, which agreement shall be in the form recommended by theServicer and counsel engaged by the Trustee in connection with suchauction; and (v) substantially in accordance with the rules andprocedures recommended by the Servicer and counsel engaged by theTrustee in connection with such auction. The Term Trustee shall beentitled to rely on such recommendations for all purposes of thisAgreement. Certificateholders and any Person controlling or controlledby, owning, owned by or under common ownership with anyCertificateholder, shall not be entitled to participate in such auction.The proceeds of any such sale, disposition or liquidation of the assetsof the Trust shall be applied first to any outstanding ReimbursableCosts, second to any outstanding fees due to the Term Trustee inconnection with this Agreement and the balance shall constituteCollections and shall be deposited into the Certificate DistributionAccount for distribution in accordance with the terms hereof.

SECTION 7.3 Distribution of Remainder Proceeds. If there shall occur aTotal Condemnation, the Term Trustee shall, in connection with thewinding-up of the Trust, distribute the Net Compensation as follows: (i)first, to the Certificateholders, the applicable Prepayment Amount asdetermined pursuant to Appendix B (or the amount of the Net Compensationif the Net Compensation is less than the applicable Prepayment Amount);and (ii) second, to the Remainder Trustee, the Remainder Proceeds.

SECTION 7.4 Failure of Auction. If, for any cause beyond the reasonablecontrol of the Term Trustee, the Qualified Real Estate Consultant or theAuctioneer, the auction required pursuant to Section 7.2 hereof shallfail to produce any bidders, then the Term Trustee shall, within thirty(30) days after the date on which such auction is held, cause to betransferred to the Remainder Trustee all of the right, title andinterest of the Term Trustee in and to the Trust Estate by such bills ofsale, assignments, deeds or other instruments of conveyance as shall bereasonably necessary therefor, all without warranties or covenants ofany nature whatsoever, without payment of any additional considerationof any nature whatsoever.

SECTION 7.5 Default by Purchaser. If the purchaser of the Trust Estateat any auction held pursuant to Section 7.2 shall default in theperformance of its obligations under the purchase and sale agreemententered into in connection therewith in the manner and time requiredthereby, and such default shall give rise to a right to terminate suchpurchase and sale agreement on the part of the Term Trustee, the TermTrustee is hereby irrevocably authorized and directed to terminate suchagreement in accordance with its terms and to conduct another auction ofthe Trust Estate in the manner set forth in Section 7.2. If thepurchaser at any such subsequent auction shall likewise fail to performits obligations to purchase the Trust Estate and such failure shall giverise to a right to terminate the purchase and sale agreement enteredinto in connection therewith, then the Term Trustee shall terminate suchagreement in accordance with its terms and proceed in the manner setforth in Section 7.4.

ARTICLE VIII AMENDMENTS

SECTION 8.1 Amendments.

This Agreement may be amended by the Term Trustee with the consent ofthe holders of 51% or more of the Voting Interests, to (i) cure anyambiguity, (ii) correct or supplement any provision in this Agreementthat may be defective or inconsistent with any other provision in thisAgreement, and (iii) evidence and provide for the acceptance of theappointment of a successor trustee with respect to the Trust Estate andadd to or change any provisions as shall be necessary to facilitate theadministration of the trusts hereunder by more than one trustee pursuantto Article VI. Any such amendment shall be narrowly construed so as togive maximum effect to each and every other provision of this Agreement.Notwithstanding the foregoing, Appendix B may be amended only with thewritten consent of the holders of 100% of the Voting Interests. Exceptas expressly otherwise provided herein, this Trust Agreement may not beamended.

SECTION 8.2 Form of Amendments.

(a) Promptly after the execution of any amendment, supplement or consentpursuant to Section 8.1, the Term Trustee shall furnish writtennotification of the substance of such amendment or consent to eachCertificateholder.

(b) It shall not be necessary for the consent of Certificateholders,pursuant to Section 8.2, to approve the particular form of any proposedamendment or consent, but it shall be sufficient if such consent shallapprove the substance thereof. The manner of obtaining such consents(and any other consents of Certificateholders provided for in thisAgreement) and of evidencing the authorization of the execution thereofby Certificateholders shall be subject to such reasonable requirementsas the Term Trustee may prescribe.

(c) Prior to the execution of any amendment to this Agreement or theCertificate of Trust, the Term Trustee shall be entitled to receive andrely upon an Opinion of Counsel stating that the execution of suchamendment is authorized or permitted by this Agreement. The Term Trusteemay, but shall not be obligated to, enter into any such amendment whichaffects the Term Trustee's own rights, duties or immunities under thisAgreement or otherwise.

ARTICLE IX MISCELLANEOUS

SECTION 9.1 No Legal Title to Trust Estate. The Certificateholders shallnot have legal title to any part of the Trust Estate. TheCertificateholders shall be entitled to receive distributions withrespect to their undivided ownership interest therein only in accordancewith Articles V and VII hereof. No transfer, by operation of law orotherwise, of any right, title, and interest of the Certificateholdersto and in their ownership interest in the Trust Estate shall operate toterminate this Agreement or the trusts hereunder or entitle anytransferee to an accounting or to the transfer to it of legal title toany part of the Trust Estate.

SECTION 9.2 Limitations on Rights of Others. Except for Section 2.7 andSection 9.1 hereof, and except as expressly provided in theAdministration Agreement, the provisions of this Agreement are solelyfor the benefit of the Term Trustee, the Seller and theCertificateholders and nothing in this Agreement, whether express orimplied, shall be construed to give to any other Person any legal orequitable right, remedy or claim in the Trust Estate or under or inrespect of this Agreement or any covenants, conditions or provisionscontained herein.

SECTION 9.3 Derivative Actions. Any provision contained herein to thecontrary notwithstanding, the right, if any, of any Certificateholder tobring a derivative action in the right of the Trust is hereby madeexpressly subject to the following limitations and requirements:

(a) such Certificateholder must meet all requirements set forth inapplicable law; and

(b) no Certificateholder may bring a derivative action in the right ofthe Trust without the prior written consent of Certificateholdersowning, in the aggregate, a beneficial interest in Certificatesrepresenting 50% of the Certificate Balance.

SECTION 9.4 Notices.

(a) All demands, notices and communications upon or to the Seller, theTerm Trustee or the Certificateholders under this Agreement shall be inwriting, personally delivered, sent by electronic facsimile (with hardcopy to follow via first class mail) or mailed by certified mail-returnreceipt requested, and shall be deemed to have been duly given uponreceipt:

If to Seller: Scribcor, Inc., 400 North Michigan Avenue Chicago, IL60611 Attention: Richard M. Ross (Facsimile No. (312) 923-8023)

If to the Trust or the Term Trustee, to the Term Trustee at itsCorporate Trust Office:

The First National Bank of Chicago One First National Plaza, Suite 0126Chicago, Illinois 60670-0126 Attention: Corporate Trust Department TrustNo. 19-203062 (Facsimile No. 312/407-1708)

With respect to any Certificateholder, at the address of suchCertificateholder shown in the Certificate Register,

If to: Standard & Poor's Corporation Commercial Mortgage SurveillanceGroup 25 Broadway New York, New York 10004-1064 If to Servicer:Scribcor, Inc. 400 North Michigan Avenue Chicago, IL 60611 Attention:Richard M. Ross (Facsimile No. (312) 923-8023)

or at such other address as shall be designated by such Person in awritten notice to the other parties to this Agreement.

(b) Any notice required or permitted to be given to a Certificateholdershall be given by first-class mail, postage prepaid, at the address ofsuch Holder as shown in the Certificate Register. Any notice so mailedwithin the time prescribed in this Agreement shall be conclusivelypresumed to have been duly given, whether or not the Certificateholderreceives such notice.

SECTION 9.5 Severability. If any one or more of the covenants,agreements, provisions or terms of this Agreement shall be for anyreason whatsoever held invalid, then such covenants, agreements,provisions or terms shall be deemed severable from the remainingcovenants, agreements, provisions or terms of this Agreement and shallin no way affect the validity or enforceability of the other provisionsof this Agreement or of the Certificates or the rights of the holdersthereof.

SECTION 9.6 Counterparts. This Agreement may be executed by the partieshereto in separate counterparts, each of which when so executed anddelivered shall be an original, but all such counterparts shall togetherconstitute one and the same instrument.

SECTION 9.7 Successors and Assigns. All covenants and agreementscontained herein shall be binding upon, and inure to the benefit of, theSeller, the Term Trustee and each Certificateholder and their respectivesuccessors and permitted assigns, all as herein provided. Any request,notice, direction, consent, waiver or other instrument or action by aCertificateholder shall bind the successors and assigns of suchCertificateholder.

SECTION 9.8 No Recourse. Each Certificateholder by accepting aCertificate acknowledges that such Certificateholder's Certificatesrepresent beneficial interests in the Trust only and do not representinterests in or obligations of the Tenant, the Term Trustee, or anyAffiliate thereof and no recourse may be had against such parties ortheir assets, except as may be expressly set forth or contemplated inthis Agreement or the Certificates.

SECTION 9.9 Headings. The headings of the various Articles and Sectionsherein are for convenience of reference only and shall not define orlimit any of the terms or provisions hereof.

SECTION 9.10 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TOITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIESOF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCHLAWS.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreementto be duly executed by their respective officers hereunto dulyauthorized, as of the day and year first above written.

THE FIRST NATIONAL BANK OF CHICAGO, not in its individual capacity, butsolely as Term Trustee as aforesaid By:                      SCRIBCOR,INC., an Illinois corporation By:                     

APPENDIX A Definitions

“Actual Knowledge” shall mean with respect to any Person or party,Conscious Awareness (as hereinafter defined) of a fact that such fact iscontained in a document of which such person has Conscious Awareness orwhich was created during the course of a transaction in which suchperson actively participated. A person, however, shall not be deemed tohave Actual Knowledge of a fact merely because (i) such fact iscontained in a document approved by such person if such person does nothave Conscious Awareness of such document or if such document was notcreated during the course of a transaction in which such person activelyparticipated or (ii) any other individual in such person's organizationhas Actual Knowledge of such fact.

“Administration Agreement” shall mean that certain First Amended andRestated Administration Agreement of even date as the Agreement by andbetween the Term Trustee and the Remainder Trustee.

“Affiliate” shall mean, with respect to any Person, any Person or partyowning, or owned by a Person or party owning, directly or indirectly tenpercent (10%) or more of the voting interest of such Person, orotherwise having the ability to exercise control over such Person.

“Agreement” shall mean that certain Trust Agreement dated as of Apr. 27,1995 by and between Seller and Term Trustee as the same may be amendedfrom time to time in accordance with its terms.

“Auctioneer” shall mean the Person selected by the Term Trustee toadminister an auction sale of the Trust Estate pursuant to Section 7.2.

“Benefit Plan” shall mean an employee benefit plan as described inSection 3.10 of the Agreement.

“Casualty Account” shall mean a segregated trust account established bythe Term Trustee at The First National Bank of Chicago, or if thereshall be designated a successor Term Trustee, at such successor TermTrustee acting in its commercial capacity, known as the K. C. ABBE°Trust 1995-1 Casualty Account, bearing an additional designation clearlyindicating that the funds deposited therein are held for the benefit ofthe Certificateholders. All fees and expenses for maintaining theCasualty Account shall be included in the trustee's fees payable to theTerm Trustee in connection with this Agreement and shall not constituteReimbursable Costs.

“Casualty Loss” shall mean any loss or damage suffered or incurred inrespect of the Real Property arising out of or in connection with anyfire, windstorm, flood, earthquake, act of God, war, strike or othercasualty.

“Casualty Loss Termination” shall mean any termination of the Leaseresulting from the occurrence of a Casualty Loss.

“Casualty Proceeds” shall mean the aggregate amount of payment receivedby the Term Trustee in respect of any Casualty Loss affecting the RealProperty including, without limitation, all proceeds of any insurancemaintained by the Tenant or the Term Trustee in respect thereof.

“Certificate” shall mean one or more certificates of ownership ofbeneficial interest in the Trust issued by the Term Trustee pursuant toArticle III of the Agreement in substantially identical form to thesample certificate attached to the Agreement as Exhibit A.

“Certificate Balance” as of any Distribution Date shall mean withrespect to each Certificate, the percentage ownership interest in theTrust represented by such Certificate multiplied by the amount of theDistributable Funds calculated in accordance herewith.

“Certificate Depository Agreement” shall mean the written agreement fromtime to time in place in the form attached hereto as Exhibit G pursuantto which the Clearing Agency holds Book Entry form Certificates.

“Certificate Distribution Account” shall mean the bank accountestablished and maintained by the Term Trustee pursuant to Section 5.1of the Agreement.

“Certificateholder” shall mean the Clearing Agency, unless and untilDefinitive Certificates are issued pursuant to Section 3.13 followingwhich, each Person in whose name one or more Certificates is registeredas of a particular date as evidenced by the Certificate Register.

“Certificate Register” shall mean the register of Certificates requiredto be maintained by the Term Trustee pursuant to Section 3.4 hereof.

“Certificate Registrar” shall mean the Term Trustee or such Person asshall be appointed by the Term Trustee to maintain the CertificateRegister pursuant to Section 3.4 of the Agreement.

“Clearing Agency” shall mean, initially, The Depository Trust Company,or such other Person who shall succeed to the rights and obligations ofThe Depository Trust Company under this Agreement and the CertificateDepository Agreement.

“Clearing Agency Participants” shall mean beneficial owners ofCertificates issued in Book Entry form.

“Code” shall mean the Internal Revenue Code of 1986, as it may beamended from time to time.

“Collections” shall mean all monies, cash, rent or other paymentreceived by the Term Trustee in respect of the Lease, the Real Propertyor otherwise including, without limitation the amount of all judgments,awards or other payments made in connection with the enforcement of theLease by the Term Trustee, the amount of any Net Casualty Proceeds orNet Compensation.

“Compensation” shall mean the amount of any award, judgment, settlementor other payment receive by the Term Trustee in respect of anyCondemnation of all or any portion of the Real Property.

“Condemnation” shall mean any taking, condemnation or other exercise ofthe power of eminent domain by any governmental or quasi-governmentalauthority having such power affecting all or any portion of the RealProperty.

“Condemnation Account” shall mean a segregated trust account establishedby the Term Trustee at The First National Bank of Chicago, or if thereshall be designated a successor Term Trustee, at such successor TermTrustee acting in its commercial capacity, known as the K. C. ABBE®Trust 1995-1 Condemnation Account, bearing an additional designationclearly indicating that the funds deposited therein are held for thebenefit of the Certificateholders. All fees and expenses for maintainingthe Condemnation Account shall be included in the trustee's fees payableto the Term Trustee in connection with this Agreement and shall notconstitute Reimbursable Costs.

“Conscious Awareness” shall mean with respect to any Person or party,that such Person actually remembered a fact at the given time. A Personshall not be deemed to have Conscious Awareness of a fact at a giventime if such Person did not actually remember a fact at the given timeunless such fact is contained in a document previously read or executedby such Person in the course of a transaction in which such Personactively participated. A Person shall not be deemed to have ConsciousAwareness of a fact merely because any other individual in such Person'sorganization has Conscious Awareness of such fact.

“Corporate Trust Office” shall mean the office maintained by the TermTrustee at One First National Plaza, Suite 0126, Chicago, Ill.60670-0126, or, if there shall be a change in the location of theCorporate Trust Office, or if there shall be a successor Term Trustee,at the location specified by the Term Trustee or such successor TermTrustee, in a written notice to all Certificateholders delivered inaccordance with Section 9.4.

“Default Notice” means any notice of the occurrence of an Event ofDefault given pursuant to Section 6.2 of the Agreement.

“Definitive Certificates” shall have the meaning given in Section 3.13.

“Distributable Funds” shall mean, as of the Record Date with respect toany Distribution Date, the total balance of funds in the CertificateDistribution Account less the sum of: (i) $25,000.00; plus (ii) theamount of all Reimbursable Costs incurred by the Term Trustee for whichthe Term Trustee has not previously been reimbursed; plus (iii) theamount of all Reimbursable Costs reasonably anticipated by the TermTrustee to be incurred prior to the next succeeding Distribution Date;plus (iv) the amount of any Net Casualty Proceeds pending application ofthe same in accordance with Section 6.2(j) of the Agreement, plus (v)the amount of any Net Compensation pending application of the same inaccordance with Section 6.2(l) of the Agreement; (vi) any AdditionalServicing Fee payable to the Servicer pursuant to the ServicingAgreement; plus (vii) the amount of any investment earnings accruing onfunds on deposit in the Certificate Distribution Account from time totime, plus (viii) the amount of any trustee's fees payable pursuant toSection 6.10, provided, however, that upon the Final Distribution Date,the Distributable Funds shall include the amounts set forth in clauses(i), (iii) and (vii) and any remaining balance in the RII ReserveAccount.

“Distribution Date” shall mean the fifteenth day of September, 1995 andthe fifteenth day of each month thereafter until termination of theTrust.

“Eligible Investment: shall mean as to any account maintained by theTerm Trustee for which Eligible Investments are required or permitted tobe made, any one or more of the following obligations or securities:

(i) demand and time deposits in, or certificates of deposit of, anydepository institution or trust company (including Trustee or any agentof Trustee, acting in their respective commercial capacities)incorporated under the laws of the United States of America or any statethereof having a combined capital and surplus of at least $25,000,000.00and subject to supervision and examination by federal and/or statebanking authorities, the deposits of which are insured by the FDIC;provided, however, that such deposits shall be in amounts no greaterthan $100,000 for any one such depository institution or trust companyunless the commercial paper or other unsecured short-term debtobligations of such depository institution or trust company (or in thecase of a depository institution or trust company which is the principalsubsidiary of a holding company, the commercial paper or other unsecuredshort-term debt obligations of such holding company) are rated at leastA+by Standard & Poor's Corporation;

(ii) direct obligations of, and obligations fully guaranteed by, theUnited States of America, the Federal Home Loan Mortgage Corporation,FNMA, the Federal Farm Credit System, the Federal Home Loan Banks, orany agency or instrumentality of the United States of America theobligations of which are backed by the full faith and credit of theUnited States of America;

(iii) bankers' acceptances issued by any depository institution or trustcompany (including Trustee or any agent of Trustee, acting in theirrespective commercial capacities) meeting the requirements of clause (i)above; provided, however, that at the time of such investment orcontractual commitment providing for such investment the commercialpaper or other unsecured short-term debt obligations of such depositoryinstitution or trust company (or, in the case of a depositoryinstitution or trust company which is the principal subsidiary of aholding company, the commercial paper or other unsecured short-term debtobligations of such holding company) carry at least the ratings requiredunder clause (i) above;

(iv) repurchase obligations with respect to (A) any security describedin clause (ii) above or (B) any other security issued or guaranteed byan agency or instrumentality of the United States of America theobligations of which are backed by the full faith and credit of theUnited States of America; provided, however, that in either case, suchsecurity shall have a remaining maturity of one year or less and suchrepurchase obligation shall have been entered into with a depositoryinstitution or trust company (acting as principal) of the type describedin the proviso to clause (iii) above;

(v) commercial paper (including both non-interest-bearing discountobligations and interest-bearing obligations payable on demand or on aspecified date not more than one year after the date of issuancethereof) rated at least A+ by Standard & Poor's Corporation; and

(vi) the Term Trustee's Corporate Trust Short Term Investment Fund, orany money market fund, so long as it is rated in the highest applicablerating category by the Rating Agency.

“Eligible Servicer” shall mean the commercial loan servicing, propertyor asset management group which is an Affiliate of the Term Trustee, orany Person or party who: (i) has not less than ten (10) years ofexperience as a professional asset or property manager and is licensed(if required) to perform such services in the locale of the RealProperty; (ii) then has under management a portfolio of commercial andoffice properties containing in the aggregate not less than two (2)million square feet or with an aggregate fair market value of not lessthan $20,000,000.00; and (iii) then has not fewer than twenty (20)employees directly engaged in the provision of asset or propertymanagement services.

“ERISA” shall have the meaning given in Section 3.10.

“Event of Default” shall mean any fact or matter the occurrence of whichconstitutes a default or an Event of Default under the Lease (or anyReplacement Lease).

“Expected Distribution” for any given month shall mean the amountdetermined in accordance with Appendix C.

“Final Distribution Date” shall have the meaning set forth in Section7.1.

“Guarantee” shall mean that certain guarantee of the Lease by KansasCity Life Insurance Company dated Nov. 13, 1991.

“Landlord” shall mean the Term Trustee, in its capacity as the landlordunder the Lease, together with any successors and assigns.

“Lease” shall mean that certain lease dated Dec. 29, 1989 by and betweenOld American Insurance Company, as tenant, and R&S Kansas CityAssociates Limited Partnership as landlord, regarding the Real Property,as amended by a First Amendment to Lease, dated Nov. 12, 1991, asguaranteed by the Guarantee, or any Replacement Lease or Leases enteredinto from time to time.

“Laws” shall mean all statutes, codes, rules, regulations, ordinances,decrees and enactments of any governmental or quasi-governmental agencyhaving jurisdiction over: (i) the Real Property, or its use andoperation; (ii) the Term Trustee; or (iii) the Trust Estate.

“Minimum Required Insurance” shall mean such coverage and limitsrequired to be maintained by Tenant under the Lease.

“Net Casualty Proceeds” shall mean the aggregate amount of CasualtyProceeds received by the Term Trustee in respect of any Casualty Lossless all Reimbursable Costs incurred by the Term Trustee in connectionwith the adjustment, negotiation, settlement, or collection of suchCasualty Proceeds or the exercise or performance by the Term Trustee ofany of its rights, powers or duties under the Agreement.

“Net Compensation” shall mean the aggregate amount of Compensationreceived by the Term Trustee in connection with any Condemnation lessall Reimbursable Costs incurred by the Term Trustee in connection withany negotiation, adjudication or settlement regarding the amount of suchcompensation or the exercise or performance by the Term Trustee of anyof its rights, powers or duties under the Agreement.

“Partial Condemnation” shall mean (i) any taking in or by condemnationor other eminent domain proceeding pursuant to any law, general orspecial or (ii) temporary requisition of the Real Property or any partthereof by any governmental authority, civil or military after theoccurrence of which the Lease (or any Replacement Lease) shall remain infull force and effect.

“Person” shall mean any corporation, partnership, limited liabilitycompany, or other entity or human being.

“Prepayment Amount” shall mean as of the Final Distribution Datecorresponding to a Total Condemnation, the amount then payable to theCertificateholders in respect of such Total Condemnation as set forth inAppendix B.

“RA Reserve Account” shall mean the bank account established andmaintained by the Term Trustee pursuant to Section 6.2(m) of theAgreement.

“Real Property” means the land and all buildings and improvementslocated thereon (including all fixtures and equipment incorporatedtherein not owned by a Tenant) commonly known as 4900 Oak Street, KansasCity, Mo. and legally described on Appendix C to the Agreement.

“Record Date” shall mean with respect to any Distribution Date, three(3) business days prior to such Distribution Date.

“Reimbursable Costs” shall mean all fees, expenses, costs or othercharges incurred in good faith by Term Trustee in the performance of itsrights and obligations under Sections 6.2, (d), (e), (f), (g), (i), (j)and (k) of the Agreement, including, without limitation, all paymentsrequired to be made to the Servicer pursuant to the Servicing Agreementand any Ratings Agency fees pursuant to Section 6.(m) if the RA ReserveAccount does not contain sufficient funds to cover such fees. All othercosts and expenses incurred by the Term Trustee under the Agreementshall be included in the fees payable to the Term Trustee and shall notconstitute Reimbursable Costs.

“Remainder Proceeds” shall mean the greater of zero and the differencebetween the Net Compensation received by the Term Trustee in respect ofa Total Condemnation and the Prepayment Amount payable in respectthereof.

“Remainder Trust” shall mean the K. C. LURE® Trust 1995-1 establishedpursuant to that certain Trust Agreement of even date herewith betweenSeller and the First National Bank of Chicago, as Trustee.

“Remainder Trustee” shall mean the Trustee under the Remainder Trust.

“Rent” shall mean rent as defined in the Lease or as the term may bedefined under any Replacement Lease.

“Replacement Lease” means any lease for all or any portion of the RealProperty entered into pursuant to Section 6.2(e) of the Agreement, whichLease (A) shall require the tenant thereunder at its sole cost andexpense to: (i) maintain at least the Minimum Required Insurance; (ii)pay all ad valorem and other real property taxes levied against the RealProperty; (iii) maintain or cause the Real Property to be maintained ingood operating condition and in compliance with all Laws, and (B), shallhave been submitted to Standard & Poor's Corporation for its review, andStandard & Poor's Corporation shall have confirmed in writing that suchReplacement Lease shall not result in a downgrade, qualification orwithdrawal of its then assigned rating with respect to the Certificates.

“Replacement Tenant” shall mean any Tenant under a Replacement Lease.

“Responsible Officer” shall mean, with respect to any party to theAgreement or any Certificateholder, the president, any vice-president,assistant vice-president, secretary, assistant secretary or otherofficer or officers customarily performing functions similar to thoseperformed by any of the above, or to whom any matter arising under thisAgreement, the Lease or the Administrative Agreement may be referred,having the legal authority to bind the party in question.

“RIl Reserve Account” shall mean the bank account established andmaintained by the Term Trustee pursuant to Section 6.2(1) of theAgreement.

“Securities Act” has the meaning given in Section 3.10.

“Seller” shall mean Scribcor, Inc., an Illinois corporation, itssuccessors and assigns.

“Servicer” means initially Scribcor, Inc., or any party who may succeedto Scribcor Inc. as Servicer pursuant to the terms hereof or theServicing Agreement.

“Servicing Agreement” means the Servicing Agreement attached hereto asExhibit F and all amendments, modifications or replacements thereof.

“Tenant” shall mean Old American Insurance Company, together with itssubtenants, of whatever level, successors and assigns and all partiesclaiming by or through any of them, and any tenant under any ReplacementLease, or any subtenant (of whatever level) or assignee thereof.

“Term Trust” shall mean the K. C. ABBE® Trust 1995-1 as establishedpursuant to that certain Trust Agreement of even date herewith by andbetween Seller and the Term Trustee.

“Term Trustee” shall mean The First National Bank of Chicago, notpersonally but solely as trustee under the K. C. ABBE® Trust 1995-1,together with any Person who shall be appointed a successor trusteeunder the Agreement pursuant to Section 6.11 thereof.

“Termination Date” shall mean Dec. 31, 2009.

“Termination Event” shall mean the occurrence of any one or more of thefollowing: (i) a Total Condemnation; (ii) the failure of theCertificateholders to give the financial assurances or indemnityrequired pursuant to Section 6.2(d) or (g); or (iii) the occurrence ofthe Termination Date.

“Termination Notice” shall have the meaning set forth in Article 7.

“Total Condemnation” shall mean any Condemnation after the occurrence ofwhich the Lease shall be terminated pursuant to Article XV of the Leaseor any similar provision in any Replacement Lease.

“Trust” shall mean the grantor trust established pursuant to theAgreement for the uses and purposes and on the trusts set forth therein.

“Trust Estate” shall mean all right title and interest of the TermTrustee in and to (i) the Real Property; (ii) the Lease and theGuarantee, including without limitation all right to receive the Rentpayable under the Lease or any Replacement Lease and any other paymentsdue thereunder or under the Guarantee, and (iii) the accounts held bythe Term Trustee pursuant to the provisions of this Agreement (otherthan the Condemnation Account and the RA Reserve Account).

“Unrecovered Costs” shall have the meaning set forth in Section 6.12hereof.

“Voting Interests” shall mean the right of each Certificateholder tovote each Certificate in respect of any matter on whichCertificateholders may, or are required to, vote pursuant to the termsof this Agreement, with the “Voting Interests” owned by anyCertificateholder equal to the percentage ownership interest in theTrust represented by such Certificateholder's Certificate. Certificatesheld by the Seller are expressly deemed to be included in thecomputation of Voting Interests for all purposes of this Agreement.

APPENDIX B Assumed Condemnation Annual Base 10 × Base Rent TermRemainder Distribution Date Rent “Net Compensation” Allocation (1)Proceeds Closing 932,650.00 9,326,500.00 9,040,000.00 286,500  9/15/95932,650.00 9,326,500.00 9,078,671.11 247,829 10/15/95 932,650.009,326,500.00 9,060,662.57 265,837 11/15/95 932,650.00 9,326,500.009,040,597.64 285,902 12/15/95 932,650.00 9,326,500.00 9,020,403.89306,096  1/15/96 932,650.00 9,326,500.00 9,000,080.31 326,420  2/15/96932,650.00 9,326,500.00 8,979,625.90 346,874  3/15/96 932,650.009,326,500.00 8,959,040.65 367,459  4/15/96 932,650.00 9,326,500.008,938,323.57 388,176  5/15/96 932,650.00 9,326,500.00 8,917,473.63409,026  6/15/96 932,650.00 9,326,500.00 8,896,489.84 430,010  7/15/96932,650.00 9,326,500.00 8,875,371.20 451,129  8/15/96 932,650.009,326,500.00 8,854,116.68 472,383  9/15/96 932,650.00 9,326,500.008,832,726.30 493,774 10/15/96 932,650.00 9,326,500.00 8,821,262.21505,238 11/15/96 932,650.00 9,326,500.00 8,799,660.48 526,840 12/15/96932,650.00 9,326,500.00 8,777,919.87 548,580  1/15/97 932,650.009,326,500.00 8,756,040.37 570,460  2/15/97 932,650.00 9,326,500.008,734,019.98 592,480  3/15/97 932,650.00 9,326,500.00 8,711,858.68614,641  4/15/97 932,650.00 9,326,500.00 8,689,555.48 636,945  5/15/97932,650.00 9,326,500.00 8,667,108.36 659,392  6/15/97 932,650.009,326,500.00 8,644,517.33 681,983  7/15/97 932,650.00 9,326,500.008,621,781.37 704,719  8/15/97 932,650.00 9,326,500.00 8,598,899.48727,601  9/15/97 932,650.00 9,326,500.00 8,575,870.66 750,629 10/15/97932,650.00 9,326,500.00 8,562,759.06 763,741 11/15/97 932,650.009,326,500.00 8,539,498.76 787,001 12/15/97 932,650.00 9,326,500.008,516,089.51 810,410  1/15/98 932,650.00 9,326,500.00 8,492,529.29833,971  2/15/98 932,650.00 9,326,500.00 8,468,818.11 857,682  3/15/98932,650.00 9,326,500.00 8,444,954.97 881,545  4/15/98 932,650.009,326,500.00 8,420,938.85 905,561  5/15/98 932,650.00 9,326,500.008,396,768.75 929,731  6/15/98 932,650.00 9,326,500.00 8,372,443.65954,056  7/15/98 932,650.00 9,326,500.00 8,347,962.57 978,537  8/15/98932,650.00 9,326,500.00 8,323,324.48 1,003,176  9/15/98 932,650.009,326,500.00 8,298,527.38 1,027,973 10/15/98 932,650.00 9,326,500.008,283,635.43 1,042,865 11/15/98 932,650.00 9,326,500.00 8,258,583.711,067,916 12/15/98 932,650.00 9,326,500.00 8,233,371.97 1,093,128 1/15/99 932,650.00 9,326,500.00 8,207,998.19 1,118,502  2/15/99932,650.00 9,326,500.00 8,182,461.37 1,144,039  3/15/99 932,650.009,326,500.00 8,156,760.51 1,169,739  4/15/99 932,650.00 9,326,500.008,130,894.60 1,195,605  5/15/99 932,650.00 9,326,500.00 8,104,863.631,221,636  6/15/99 932,650.00 9,326,500.00 8,078,665.60 1,247,834 7/15/99 932,650.00 9,326,500.00 8,052,299.49 1,274,201  8/15/99932,650.00 9,326,500.00 8,025,763.31 1,300,737  9/15/99 932,650.009,326,500.00 7,999,057.03 1,327,443 10/15/99 932,650.00 9,326,500.007,982,243.84 1,344,256 11/15/99 932,650.00 9,326,500.00 7,955,258.791,371,241 12/15/99 932,650.00 9,326,500.00 7,928,100.63 1,398,399 1/15/00 1,072,548.00 10,725,480.00 7,900,768.37 2,824,712  2/15/001,072,548.00 10,725,480.00 7,861,527.18 2,863,953  3/15/00 1,072,548.0010,725,480.00 7,822,034.38 2,903,446  4/15/00 1,072,548.00 10,725,480.007,782,287.97 2,943,192  5/15/00 1,072,548.00 10,725,480.00 7,742,286.932,983,193  6/15/00 1,072,548.00 10,725,480.00 7,702,029.26 3,023,451 7/15/00 1,072,548.00 10,725,480.00 7,661,512.93 3,063,967  8/15/001,072,548.00 10,725,480.00 7,620,736.96 3,104,743  9/15/00 1,072,548.0010,725,480.00 7,579,699.31 3,145,781 10/15/00 1,072,548.00 10,725,480.007,548,462.15 3,177,018 11/15/00 1,072,548.00 10,725,480.00 7,506,960.553,218,519 12/15/00 1,072,548.00 10,725,480.00 7,465,192.24 3,260,288 1/15/01 1,072,548.00 10,725,480.00 7,423,156.23 3,302,324  2/15/011,072,548.00 10,725,480.00 7,380,850.50 3,344,630  3/15/01 1,072,548.0010,725,480.00 7,338,273.04 3,387,207  4/15/01 1,072,548.00 10,725,480.007,295,422.83 3,430,057  5/15/01 1,072,548.00 10,725,480.00 7,252,297.883,473,182  6/15/01 1,072,548.00 10,725,480.00 7,208,896.16 3,516,584 7/15/01 1,072,548.00 10,725,480.00 7,165,215.66 3,560,264  8/15/011,072,548.00 10,725,480.00 7,121,254.38 3,604,226  9/15/01 1,072,548.0010,725,480.00 7,077,011.29 3,648,469 10/15/01 1,072,548.00 10,725,480.007,042,548.57 3,682,931 11/15/01 1,072,548.00 10,725,480.00 6,997,800.263,727,680 12/15/01 1,072,548.00 10,725,480.00 6,952,765.13 3,772,715 1/15/02 1,072,548.00 10,725,480.00 6,907,441.16 3,818,039  2/15/021,072,548.00 10,725,480.00 6,861,826.33 3,863,654  3/15/02 1,072,548.0010,725,480.00 6,815,918.63 3,909,561  4/15/02 1,072,548.00 10,725,480.006,769,716.05 3,955,764  5/15/02 1,072,548.00 10,725,480.00 6,723,217.594,002,262  6/15/02 1,072,548.00 10,725,480.00 6,676,420.22 4,049,060 7/15/02 1,072,548.00 10,725,480.00 6,629,322.94 4,096,157  8/15/021,072,548.00 10,725,480.00 6,581,923.74 4,143,556  9/15/02 1,072,548.0010,725,480.00 6,534,220.59 4,191,259 10/15/02 1,072,548.00 10,725,480.006,496,274.66 4,229,205 11/15/02 1,072,548.00 10,725,480.00 6,448,021.014,277,459 12/15/02 1,072,548.00 10,725,480.00 6,399,458.38 4,326,022 1/15/03 1,072,548.00 10,725,480.00 6,350,583.77 4,374,896  2/15/031,072,548.00 10,725,480.00 6,301,396.16 4,424,084  3/15/03 1,072,548.0010,725,480.00 6,251,892.54 4,473,587  4/15/03 1,072,548.00 10,725,480.006,202,070.89 4,523,409  5/15/03 1,072,548.00 10,725,480.00 6,151,930.204,573,550  6/15/03 1,072,548.00 10,725,480.00 6,101,467.47 4,624,013 7/15/03 1,072,548.00 10,725,480.00 6,050,680.66 4,674,799  8/15/031,072,548.00 10,725,480.00 5,999,567.78 4,725,912  9/15/03 1,072,548.0010,725,480.00 5,948,127.81 4,777,352 10/15/03 1,072,548.00 10,725,480.005,906,421.90 4,819,058 11/15/03 1,072,548.00 10,725,480.00 5,854,384.124,871,096 12/15/03 1,072,548.00 10,725,480.00 5,802,012.21 4,923,468 1/15/04 1,072,548.00 10,725,480.00 5,749,304.16 4,976,176  2/15/041,072,548.00 10,725,480.00 5,696,257.95 5,029,222  3/15/04 1,072,548.0010,725,480.00 5,642,871.57 5,082,608  4/15/04 1,072,548.00 10,725,480.005,589,142.00 5,136,338  5/15/04 1,072,548.00 10,725,480.00 5,535,068.245,190,412  6/15/04 1,072,548.00 10,725,480.00 5,480,647.27 5,244,833 7/15/04 1,072,548.00 10,725,480.00 5,425,877.07 5,299,603  8/15/041,072,548.00 10,725,480.00 5,370,755.63 5,354,724  9/15/04 1,072,548.0010,725,480.00 5,315,279.93 5,410,200 10/15/04 1,072,548.00 10,725,480.005,269,513.13 5,455,967 11/15/04 1,072,548.00 10,725,480.00 5,213,388.295,512,092 12/15/04 1,072,548.00 10,725,480.00 5,156,903.15 5,568,577 1/15/05 1,233,430.00 12,334,300.00 5,100,055.71 7,234,244  2/15/051,233,430.00 12,334,300.00 5,029,350.91 7,304,949  3/15/05 1,233,430.0012,334,300.00 4,958,192.22 7,376,108  4/15/05 1,233,430.00 12,334,300.004,886,576.62 7,447,723  5/15/05 1,233,430.00 12,334,300.00 4,814,502.097,519,798  6/15/05 1,233,430.00 12,334,300.00 4,741,964.61 7,592,335 7/15/05 1,233,430.00 12,334,300.00 4,668,962.16 7,665,338  8/15/051,233,430.00 12,334,300.00 4,595,490.73 7,738,809  9/15/05 1,233,430.0012,334,300.00 4,521,548.29 7,812,752 10/15/05 1,233,430.00 12,334,300.004,457,194.99 7,877,105 11/15/05 1,233,430.00 12,334,300.00 4,382,364.897,951,935 12/15/05 1,233,430.00 12,334,300.00 4,307,054.73 8,027,245 1/15/06 1,233,430.00 12,334,300.00 4,231,261.49 8,103,039  2/15/061,233,430.00 12,334,300.00 4,154,981.14 8,179,319  3/15/06 1,233,430.0012,334,300.00 4,078,211.68 8,256,088  4/15/06 1,233,430.00 12,334,300.004,000,950.08 8,333,350  5/15/06 1,233,430.00 12,334,300.00 3,923,192.328,411,108  6/15/06 1,233,430.00 12,334,300.00 3,844,935.37 8,489,365 7/15/06 1,233,430.00 12,334,300.00 3,766,176.22 8,568,124  8/15/061,233,430.00 12,334,300.00 3,686,911.85 8,647,388  9/15/06 1,233,430.0012,334,300.00 3,607,139.24 8,727,161 10/15/06 1,233,430.00 12,334,300.003,536,918.53 8,797,381 11/15/06 1,233,430.00 12,334,300.00 3,456,182.788,878,117 12/15/06 1,233,430.00 12,334,300.00 3,374,929.73 8,959,370 1/15/07 1,233,430.00 12,334,300.00 3,293,155.35 9,041,145  2/15/071,233,430.00 12,334,300.00 3,210,855.63 9,123,444  3/15/07 1,233,430.0012,334,300.00 3,128,028.55 9,206,271  4/15/07 1,233,430.00 12,334,300.003,044,669.07 9,289,631  5/15/07 1,233,430.00 12,334,300.00 2,960,775.189,373,525  6/15/07 1,233,430.00 12,334,300.00 2,876,342.86 9,457,957 7/15/07 1,233,430.00 12,334,300.00 2,791,369.09 9,542,931  8/15/071,233,430.00 12,334,300.00 2,705,849.84 9,628,450  9/15/07 1,233,430.0012,334,300.00 2,619,782.09 9,714,518 10/15/07 1,233,430.00 12,334,300.002,543,225.99 9,791,074 11/15/07 1,233,430.00 12,334,300.00 2,456,114.599,878,185 12/15/07 1,233,430.00 12,334,300.00 2,368,444.62 9,965,855 1/15/08 1,233,430.00 12,334,300.00 2,280,212.07 10,054,088  2/15/081,233,430.00 12,334,300.00 2,191,412.91 10,142,887  3/15/08 1,233,430.0012,334,300.00 2,102,044.12 10,232,256  4/15/08 1,233,430.0012,334,300.00 2,012,101.67 10,322,198  5/15/08 1,233,430.0012,334,300.00 1,921,582.54 10,412,717  6/15/08 1,233,430.0012,334,300.00 1,830,482.71 10,503,817  7/15/08 1,233,430.0012,334,300.00 1,738,798.15 10,595,502  8/15/08 1,233,430.0012,334,300.00 1,646,524.84 10,687,775  9/15/08 1,233,430.0012,334,300.00 1,553,659.75 10,780,640 10/15/08 1,233,430.0012,334,300.00 1,470,263.04 10,864,037 11/15/08 1,233,430.0012,334,300.00 1,376,266.74 10,958,033 12/15/08 1,233,430.0012,334,300.00 1,281,667.60 11,052,632  1/15/09 1,233,430.0012,334,300.00 1,186,461.59 11,147,838  2/15/09 1,233,430.0012,334,300.00 1,090,644.68 11,243,655  3/15/09 1,233,430.0012,334,300.00 994,212.86 11,340,087  4/15/09 1,233,430.00 12,334,300.00897,162.09 11,437,138  5/15/09 1,233,430.00 12,334,300.00 799,488.3411,534,812  6/15/09 1,233,430.00 12,334,300.00 701,187.60 11,633,112 7/15/09 1,233,430.00 12,334,300.00 602,256.84 11,732,043  8/15/091,233,430.00 12,334,300.00 502,691.04 11,831,609  9/15/09 1,233,430.0012,334,300.00 402,486.15 11,931,814 10/15/09 1,233,430.00 12,334,300.00304,154.21 12,030,146 11/15/09 1,233,430.00 12,334,300.00 202,675.2112,131,625 12/15/09 1,233,430.00 12,334,300.00 100,545.05 12,233,755 (1)Represents the total amound due to Certificate holders. This amount willbe paid from (i) funds available from the Certificate DistributionAcct., and, if required, (ii) the Net Compensation” amount.

APPENDIX C Trust Indenture ABBE Distribution Date Expected DistributionClosing  9/15/95 75,777.11 10/15/95 77,705.57 11/15/95 77,705.6412/15/95 77,705.89  1/15/96 77,706.31  2/15/96 77,705.90  3/15/9677,705.65  4/15/96 77,705.57  5/15/96 77,705.63  6/15/96 77,705.84 7/15/96 77,706.20  8/15/96 77,705.68  9/15/96 67,706.30 10/15/9677,706.21 11/15/96 77,706.48 12/15/96 77,705.87  1/15/97 77,706.37 2/15/97 77,705.98  3/15/97 77,705.68  4/15/97 77,706.48  5/15/9777,706.36  6/15/96 77,706.33  7/15/97 77,706.37  8/15/97 77,706.48 9/15/97 67,705.66 10/15/97 77,706.06 11/15/97 77,705.76 12/15/9777,706.51  1/15/98 77,706.29  2/15/98 77,706.11  3/15/98 77,705.97 4/15/98 77,705.85  5/15/98 77,705.75  6/15/98 77,705.65  7/15/9877,705.57  8/15/98 77,706.48  9/15/98 67,706.38 10/15/98 77,706.4311/15/98 77,705.71 12/15/98 77,705.97  1/15/99 77,706.19  2/15/9977,706.37  3/15/99 77,706.51  4/15/99 77,705.60  5/15/99 77,705.63 6/15/99 77,705.60  7/15/99 77,706.49  8/15/99 77,706.31  9/15/9967,706.03 10/15/99 77,705.84 11/15/99 77,705.79 12/15/99 77,705.63 1/15/00 89,364.37  2/15/00 89,364.18  3/15/00 89,364.38  4/15/0089,363.97  5/15/00 89,363.93  6/15/00 89,364.26  7/15/00 89,363.93 8/15/00 89,363.96  9/15/00 79,364.31 10/15/00 89,364.15 11/15/0089,364.55 12/15/00 89,364.24  1/15/01 89,364.23  2/15/01 89,364.50 3/15/01 89,364.04  4/15/01 89,363.83  5/15/01 89,363.88  6/15/0189,364.16  7/15/01 89,364.66  8/15/01 89,364.38  9/15/01 79,364.2910/15/01 89,364.57 11/15/01 89,364.26 12/15/01 89,364.13  1/15/0289,364.16  2/15/02 89,364.33  3/15/02 89,364.63  4/15/02 89,364.05 5/15/02 89,354.59  6/15/02 89,364.22  7/15/02 89,363.94  8/15/0289,363.74  9/15/02 79,364.59 10/15/02 89,364.66 11/15/02 89,364.0112/15/02 89,364.38  1/15/03 89,363.77  2/15/03 89,364.16  3/15/0389,364.54  4/15/03 89,363.89  5/15/03 89,364.20  6/15/03 89,364.47 7/15/03 89,364.66  8/15/03 89,363.78  9/15/03 79,363.81 10/15/0389,363.90 11/15/03 89,364.12 12/15/03 89,364.21  1/15/04 89,364.16 2/15/04 89,363.95  3/15/04 89,364.57  4/15/04 89,364.00  5/15/0489,364.24  6/15/04 89,364.27  7/15/04 89,364.07  8/15/04 89,364.63 9/15/04 79,363.93 10/15/04 89,364.13 11/15/04 89,364.29 12/15/0489,364.15  1/15/05 102,770.71  2/15/05 102,770.91  3/15/05 102,771.22 4/15/05 102,770.62  5/15/05 102,771.09  6/15/05 102,770.61  7/15/05102,771.16  8/15/05 102,770.73  9/15/05 92,771.29 10/15/05 102,770.9911/15/05 102,770.89 12/15/05 102,770.73  1/15/06 102,771.49  2/15/06102,771.14  3/15/06 102,770.68  4/15/06 102,771.08  5/15/06 102,771.32 6/15/06 102,771.37  7/15/06 102,771.22  8/15/06 102,770.65  9/15/0692,771.24 10/15/06 102,771.53 11/15/06 102,770.78 12/15/06 102,770.73 1/15/07 102,771.35  2/15/07 102,770.63  3/15/07 102,771.55  4/15/07102,771.07  5/15/07 102,771.18  6/15/07 102,770.86  7/15/07 102,771.09 8/15/07 102,770.84  9/15/07 92,771.09 10/15/07 102,770.99 11/15/07102,770.59 12/15/07 102,770.62  1/15/08 102,771.07  2/15/08 102,770.91 3/15/08 102,771.12  4/15/08 102,770.67  5/15/08 102,770.54  6/15/08102,770.71  7/15/08 102,771.15  8/15/08 102,770.84  9/15/08 92,770.7510/15/08 102,771.04 11/15/08 102,770.74 12/15/08 102,770.60  1/15/09102,770.59  2/15/09 102,770.68  3/15/09 102,770.86  4/15/09 102,771.09 5/15/09 102,771.34  6/15/09 102,770.60  7/15/09 102,770.84  8/15/09102,771.04  9/15/09 100,271.15 10/15/09 102,771.21 11/15/09 102,771.2112/15/09 100,545.05 15,432,168.39

EXHIBIT A NUMBER R-                     $                    

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OFTHE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATIONOF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BYAN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANYPAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOFFOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILLNOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), OR THE LAWS OF ANY OTHER JURISDICTION. CONSEQUENTLY,THE CERTIFICATES ARE NOT TRANSFERABLE OTHER THAN PURSUANT TO ANEXEMPTION UNDER THE SECURITIES ACT AND SATISFACTION OF CERTAIN OTHERPROVISIONS SPECIFIED BELOW.

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE BY ANYPERSON UNLESS EITHER (I) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TOA “QUALIFIED INSTITUTIONAL BUYER” THAT EXECUTES A CERTIFICATE TO THEEFFECT THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDERRULE 144A UNDER THE SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THEACCOUNTS OF OTHER “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE144A UNDER THE SECURITIES ACT, AND (B) IT IS AWARE THAT THE TRANSFEROROF THIS CERTIFICATE INTENDS TO RELY ON THE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144AUNDER THE SECURITIES ACT, OR (II) SUCH SALE, PLEDGE OR OTHER TRANSFER ISOTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE TRUSTEE SHALLREQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVETRANSFEREE CERTIFY TO THE TRUSTEE AND THE SELLER IN WRITING THE FACTSSURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM ANDSUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SELLER, AND (B) THETRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH WILL NOT BE ATTHE EXPENSE OF THE SELLER OR THE TRUSTEE) SATISFACTORY TO THE SELLER ANDTHE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THESECURITIES ACT.

THE CERTIFICATES MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) ANEMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT ISSUBJECT TO THE PROVISIONS OF TITLE I OR ERISA, (II) A PLAN DESCRIBED INSECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR(III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASONOF A PLAN'S INVESTMENT IN THE ENTITY (EACH A “BENEFIT PLAN”). BYACCEPTING AND HOLDING A CERTIFICATE, THE CERTIFICATEHOLDER THEREOF SHALLBE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFITPLAN AND, IF REQUESTED TO DO SO BY THE SELLER OR THE TRUSTEE, THECERTIFICATEHOLDER SHALL DELIVER TO THE TRUSTEE AN UNDERTAKING LETTER TOSUCH EFFECT IN THE FORM SPECIFIED IN THE AGREEMENT.

K. C. ABBE® TRUST 1995-1 CERTIFICATE OF BENEFICIAL INTEREST

evidencing a fractional undivided interest in the Trust, as definedbelow, the property of which includes an estate for years commencingon_(—), 1995 and ending on Dec. 31, 2009 in the Real Property (asdefined in the Trust Agreement) including, without limitation all rightsof the Term Trustee to receive rent or any other payments in respect ofthe Real Property and all accounts held by or for the benefit of theTerm Trustee pursuant to the Terms of the Trust Agreement (as definedbelow).

(This Certificate does not represent an interest in or obligation ofScribcor, Inc., Old American Insurance Company or any of theirrespective affiliates.)

THIS CERTIFIES THAT _is the registered owner of a nonassessable,fully-paid, fractional undivided interest in K. C. ABBE® TRUST 1995-1(the “Trust”) formed by Scribcor, Inc., an Illinois corporation.

The Trust was created pursuant to a Trust Agreement, dated as of _(—),1995 (as amended and supplemented from time to time, the “TrustAgreement”), between the Seller and The First National Bank of Chicago,a national banking association, not in its personal capacity, but solelyas trustee (the “Term Trustee”), a summary of certain of the pertinentprovisions of which is set forth below. To the extent not otherwisedefined herein, the capitalized terms used herein have the meaningsassigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designatedas K. C. ABBE® TRUST 1995-1 Certificate of Beneficial Interest (the“Certificates”). This Certificate is issued under and is subject to theterms, provisions and conditions of the Trust Agreement, the terms ofwhich are incorporated herein by reference and made a part hereof, towhich Trust Agreement the holder of this Certificate by virtue of theacceptance hereof assents and by which such holder is bound. Withoutlimiting the foregoing, the Certificate is subject to each and every ofthe conditions and limitations contained in Sections 4.4 and 6.2 of theTrust Agreement.

Under the Trust Agreement, there shall be distributed on the 15th day ofeach month, or, if such 15th day is not a Business Day, the nextBusiness Day, commencing _(—)15, 1995 (each, a “Distribution Date”), tothe person in whose name this Certificate is registered on the relatedRecord Date (as defined below), such Certificateholder's fractionalundivided interest in the amount of Distributable Funds to bedistributed to Certificateholders on such Distribution Date; providedhowever, Certificateholders shall not receive payments in respect of theCertificate Balance until all Reimbursable Costs reasonably incurred bythe Term Trustee have been reimbursed to the Term Trustee in accordancewith Section 6.10 and Article V of the Trust Agreement. The “RecordDate,” with respect to any Distribution Date, means the close ofbusiness on the third (3rd) business day immediately preceding suchDistribution Date.

The distributions in respect of the Certificate Balance on thisCertificate are payable in such coin or currency of the United States ofAmerica as at the time of payment is legal tender for payment of publicand private debts.

It is the intent of the Seller and the Certificateholders that, forpurposes of federal income, state and local income and franchise taxes,and any other taxes imposed upon, measured by or based upon gross or netincome, the Trust shall be treated as a grantor trust. Except asotherwise required by appropriate taxing authorities, the Seller and theother Certificateholders by acceptance of a Certificate, agree to treat,and to take no action inconsistent with the treatment of, theCertificates for such tax purposes as interests in such grantor trust.

Each Certificateholder, by its acceptance of a Certificate, covenantsand agrees that such Certificateholder shall not, prior to the datewhich is one year and one day after the termination of the TrustAgreement, acquiesce in, petition or otherwise invoke or cause theSeller to invoke the process of any court or governmental authority forthe purpose of commencing or sustaining a case against the Seller underany federal or state bankruptcy, insolvency, reorganization or similarlaw or appointing a receiver, liquidator, assignee, trustee, custodian,sequestrator or other similar official of the Seller or any substantialpart of its property, or ordering the winding up or liquidation of theaffairs of the Seller.

Distributions on this Certificate shall be made as provided in the TrustAgreement by the Term Trustee by wire transfer or check mailed to theCertificateholder of record in the Certificate Register without thepresentation or surrender of this Certificate or the making of anynotation hereon. Except as otherwise provided in the Trust Agreement andnotwithstanding the above, the final distribution on this Certificateshall be made after due notice by the Term Trustee of the pendency ofsuch distribution and only upon presentation and surrender of thisCertificate at the office maintained for such purpose by the Trustee inthe City of Chicago, County of Cook and State of Illinois.

Reference is hereby made to the further provisions of this Certificateset forth on the reverse hereof, which further provisions shall for allpurposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executedby an authorized officer of the Term Trustee by manual signature, thisCertificate shall not entitle the holder hereof to any benefit under theTrust Agreement or be valid for any purpose.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF ILLINOIS, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALLBE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Term Trustee, on behalf of the Trust and not inits individual capacity, has caused this Certificate to be dulyexecuted.

K. C. ABBE ® TRUST 1995-1 THE FIRST NATIONAL BANK OF CHICAGO, a nationalbanking association, not in its individual capacity but solely as TermTrustee Dated:                , 1995 By:                      Name:Title:

TERM TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentionedTrust Agreement.

THE FIRST NATIONAL OR THE FIRST NATIONAL BANK BANK OF CHICAGO, a OFCHICAGO, a national banking national banking association, notassociation, not in its individual in its individual capacity butindividual capacity but solely as solely as Term Trustee Term TrusteeBy:                      By:                     , as Name:Authenticating Agent Title: By:                      Name: Title:

REVERSE OF CERTIFICATE

The Certificates do not represent an obligation of, or an interest in,the Seller, Tenant, any Replacement Tenant, the Term Trustee or anyaffiliates of any of them and no recourse may be had against suchparties or their assets, except as may be expressly set forth orcontemplated herein or in the Trust Agreement. In addition, thisCertificate is not guaranteed by any governmental agency orinstrumentality and is limited in right of payment to certaincollections and recoveries with respect to the Trust Estate (and certainother amounts), all as more specifically set forth herein and in theTrust Agreement. A copy of the Trust Agreement may be examined duringnormal business hours at the principal office of the Seller or the TermTrustee, and at such other places, if any, designated by the Seller, orthe Term Trustee, by any Certificateholder upon written request.

The Trust Agreement does not permit, with certain exceptions thereinprovided, the amendment thereof or the modification of the rights andobligations of the Seller and the rights of the Certificateholders underthe Trust Agreement. To the extent such amendments and modifications arepermitted, the same may be made only with the consent ofCertificateholders whose Certificates evidence not less than a majorityof the Voting Interests as of the close of business on the immediatelypreceding Record Date. Any such consent by the Holder of thisCertificate shall be conclusive and binding on such holder and on allfuture Holders of this Certificate and of any Certificate issued uponthe transfer hereof or in exchange herefor or in lieu hereof whether ornot notation of such consent is made upon this Certificate.

As provided in the Trust Agreement and subject to certain limitationstherein set forth, the transfer of this Certificate is registerable inthe Certificate Register upon surrender of this Certificate forregistration of transfer at the offices or agencies of the CertificateRegistrar maintained by the Term Trustee in the City of Chicago, Countyof Cook and State of Illinois, accompanied by a written instrument oftransfer in form satisfactory to the Term Trustee and the CertificateRegistrar duly executed by the Holder hereof or such Holder's attorneyduly authorized in writing, and thereupon one or more new Certificatesof authorized denominations evidencing the same aggregate interest inthe Trust will be issued to the designated transferee. The initialCertificate Registrar appointed under the Trust Agreement is The FirstNational Bank of Chicago, Chicago, Ill.

The Certificates are issuable only as registered Certificates withoutcoupons in denominations of $20,000 or integral multiples of $1,000 inexcess thereof. As provided in the Trust Agreement and subject tocertain limitations therein set forth, Certificates are exchangeable fornew Certificates of authorized denominations evidencing the sameaggregate denomination, as requested by the Holder surrendering thesame; provided, however, that no Certificate may be subdivided such thatthe denomination of any resulting Certificate is less than $20,000. Noservice charge shall be made for any such registration of transfer orexchange, but the Term Trustee or the Certificate Registrar may requirepayment of a sum sufficient to cover any tax or governmental chargepayable in connection therewith.

The Term Trustee, the Certificate Registrar and any agent of the TermTrustee or the Certificate Registrar may treat the person in whose namethis Certificate is registered as the owner hereof for all purposes, andnone of the Term Trustee, the Certificate Registrar or any such agentshall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement andthe Trust created thereby shall terminate upon the payment toCertificateholders of all amounts required to be paid to them pursuantto the Trust Agreement and the disposition of all property held as partof the Trust.

EXHIBIT B SECURITIES ACT EXEMPTION CERTIFICATE

Scribcor, Inc.

400 North Michigan Avenue

Suite 1200

Chicago, Ill. 60611

The First National Bank of Chicago

One North State Street

Chicago, Ill. 60602

Ladies and Gentlemen:

In connection with our proposed purchase of a certificate of beneficialinterest (the “Certificate”), representing a fractional undividedinterest in the K. C. ABBE® Trust 1995-1, issued under a trustagreement, dated as of Apr. 27, 1995 (the “Trust Agreement”), betweenScribcor, Inc., an Illinois corporation (the “Seller”) and The FirstNational Bank of Chicago, as owner trustee, acting thereunder not in itsindividual capacity but solely as owner trustee of the Trust (the “TermTrustee”) we certify that:

1. We understand that the Certificate has not been registered under theSecurities Act of 1933, as amended (the “Securities Act”), and may notbe sold except as permitted in the following sentence. We agree, on ourown behalf and on behalf of any accounts for which we are acting ashereinafter stated, that such Certificate may be resold, pledged ortransferred only to: (i) the Seller; (ii) an institutional investor thatis an “Accredited Investor” as defined in Rule 501(a)(1), (2), (3) or(7) (an “Institutional Accredited Investor”) under the Securities Act(as indicated by the box checked by the transferor on the Certificate ofTransfer on the reverse of the Certificate) acting for its own accountand not for the account of others or as a fiduciary or agent for others(which others also are Institutional Accredited Investors unless theholder is a bank acting in its fiduciary capacity) that executes acertificate substantially in the form hereof, (iii) so long as suchCertificate is eligible for resale pursuant to Rule 144A under theSecurities Act (“Rule 144A”), to a person whom we reasonably believeafter due inquiry to be a “qualified institutional buyer” as defined inRule 144A acting for its own account (and not for the account of others)or as a fiduciary or agent for others (which others also are “qualifiedinstitutional buyers” to whom notice is given that the resale, pledge ortransfer is being made in reliance on Rule 144A, or (iv) in a sale,pledge or other transfer made in a transaction otherwise exempt from theregistration requirements of the Securities Act, in which case (A) theTerm Trustee shall require a written opinion of counsel (which will notbe at the expense of the Seller or the Term Trustee) satisfactory to theSeller and the Term Trustee to the effect that such transfer will notviolate the Securities Act, in each in accordance with any applicablesecurities laws of any state of the United States. We will notify anypurchaser of the Certificate from us of the above resale restrictions,if then applicable. We further understand that in connection with anytransfer of the Certificate by us that the Seller and the Term Trusteemay request, and if so requested we will furnish, such certificates andother information as they may reasonably require to confirm that anysuch transfer complies with the foregoing restrictions. We understandthat no sale, pledge or other transfer may be made to any one person forCertificates with a face amount of less than $20,000 and, in the case ofany person acting on behalf of one or more third parties (other than abank (as defined in Section 3(a)(2) of the Securities Act) acting in itsfiduciary capacity), for the Certificates with a face amount of lessthan $20,000 for each such third party.

2. [CHECK ONE]

(a) We are an institutional investor and an “accredited investor” (asdefined in Rule 501 (a)(1), (2), (3) or (7) of Regulation D under theSecurities Act) acting for our own account (and not for the account ofothers) or as a fiduciary or agent for others (which others also areInstitutional Accredited Investors unless we are bank acting in itsfiduciary capacity). We have such knowledge and experience in financialand business matters as to be capable of evaluating the merits and risksof our investment in the Certificate, and we and any accounts for whichwe are acting are each able to bear the economic risk of our or itsinvestment for an indefinite period of time. We are acquiring theCertificate for investment and not with a view to, or for offer and salein connection with, a public distribution.

(b) We are a “qualified institutional buyer” as defined under Rule 144Aunder the Securities Act and are acquiring the Certificate for our ownaccount (and not for the account of others) or as a fiduciary or agentfor others (which others also are “qualified institutional buyers”). Weare familiar with Rule 144A under the Securities Act and are aware thatthe seller of the Certificate and other parties intend to rely on thestatements made herein and the exemption from the registrationrequirements of the Securities Act provided by Rule 1 44A.

3. You are entitled to rely upon this letter and you are irrevocablyauthorized to produce this letter or a copy thereof to any interestedparty in any administrative or legal proceeding or official inquiry withrespect to the matters covered hereby.

Very truly yours,                      (Name of Purchaser) By:                      Date:                   

EXHIBIT C UNDERTAKING LETTER

Scribcor, Inc.

400 North Michigan Avenue

Chicago, Ill. 60611

First National Bank of Chicago

as Term Trustee of the K. C. ABBE®

Trust 1995-1

One First National Plaza

Chicago, Ill. 60670

Ladies and Gentlemen:

In connection with our purchase of record or beneficial ownership of theCertificate of Beneficial Interest (the “Certificate”) of the K. C.ABBE® Trust 1995-1, the undersigned purchaser, record owner orbeneficial owner hereby acknowledges, represents and warrants that suchpurchaser, record owner or beneficial owner:

(1) is not, and has not acquired the Certificate by or for the benefitof, (i) an employee benefit plan (as defined in Section 3(3) of theEmployee Retirement Income Security Act of 1974, as amended (“ERISA”))that is subject to the provisions of Title I of ERISA, (ii) a plandescribed in Section 4975(e)(1) of the Internal Revenue Code of 1986, asamended, or (iii) any entity whose underlying assets include plan assetsby reason of a plan's investment in the entity whose underlying assetsinclude plan assets by reason of a plan's investment in the entity; and

(2) acknowledges that you and others will rely on our acknowledgements,representations and warranties, and agrees to notify you promptly inwriting if any of our representations or warranties herein cease to beaccurate and complete.

                           Name of Certificateholder By:                    

EXHIBIT D [FORM OF DISTRIBUTION DATE STATEMENT] 1. ExpectedDistributions $           2. Total Collections Received (since priorDistribution $           Date, itemized) 3. Distributable Funds (as ofthis Distribution Date, $           itemized) 4. Difference betweenExpected Distributions and $           Distributable Funds 5. Balance inCertificate Distribution Account (after $           distribution ofDistributable Funds) 6. Reimbursable Costs Distributed to Term Trustee(this $           Distribution Date, itemize)

LEASE AND GUARANTEE REFER TO EXHIBIT A AND E OF THE LIMITED OFFERINGMEMORANDUM EXHIBIT E FORM OF LEASE

L E A S E R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP as Landlord andOLD AMERICAN INSURANCE COMPANY as Tenant Date: December 29, 1989Premises: 4900 Oak Street Kansas City, Missouri

TABLE OF CONTENTS Articles Page Article I Demise of Premises 291 ArticleII Use 292 Article III Term and Renewal 293 Article IV Rent 295 ArticleV Net Lease 298 Article VI Taxes; Assessments; Compliance 303 with LawArticle VII Repairs and Maintenance 305 Article VIII Alterations 306Article IX Tenant's Equipment 307 Article X Liens 308 Article XIUtilities and Services 308 Article XII Insurance 313 Article XIIIHazardous Materials 316 Article XIV Fire and Other Casualty 319 ArticleXV Condemnation 323 Article XVI Subletting and Assignment 327 ArticleXVII Indemnification 327 Article XVIII Conditional Limitations; Default327 Provisions Article XIX Landlord's Right to Cure Tenants 332 DefaultArticle XX Waivers 333 Article XXI Subordination 334 Article XXIIExculpation 334 Article XXIII Delays 335 Article XXIV Brokers 336Article XXV Landlord's Right to Inspect 336 Article XXVI EstoppelCertificates 337 Article XXVII Fees and Expenses 337 Article XXVIII RentControl 338 Article XXIX No Merger of Title 339 Article XXX Surrender;Holding Over 339 Article XXXI Notices 341 Article XXXII Quiet Enjoyment341 Article XXXII Affirmative Waivers 341 Article XXXIV Interpretation342 Article XXXV No Representations or Modifications 342 Article XXXVIRecording 343 Article XXXVII Headings 343 Article XXXVIII Successors andAssigns 343 Article XXXIX Escrow 343 Article XL Development Rights 348Article XLI Governing Law 348 Article XLII Modification, Amendment, Etc348 Schedule A Description of the Land Schedule B Memorandum of Lease

LEASE

This Lease (this “Lease”) made as of this 29th day of December, 1989,between R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP, a Connecticutlimited Partnership, having an address c/o Realty Holdings of America,1370 Avenue of the Americas, 33rd Floor, New York, N.Y. 10019(“Landlord”); and OLD AMERICAN INSURANCE COMPANY, a Missouricorporation, having an office at 4900 Oak Street, Kansas City, Mo. 64112(“Tenant”).

WITNESSETH:

I. DEMISE OF PREMISES

A. In consideration of the rents, agreements and conditions hereinreserved and contained on the part of Tenant to be paid, performed andobserved, Landlord does hereby demise and lease to Tenant, and Tenantdoes hereby take from Landlord, for the term and upon the terms,covenants and conditions hereinafter set forth, the following property(collectively, “Demised Premises”):

1. The real property described in Schedule A annexed hereto and made apart hereof (“Land”);

2. All buildings, structures and other improvements presently situatedor hereafter constructed upon the Land and all of the fixtures,facilities and installations of every kind and nature whatsoever now orhereafter located therein or thereon including, without limitation, allplumbing, gas, electrical, ventilating, heating and air conditioningsystems, lighting, wiring, ducts, oil and gas boilers, burners, hotwater heaters, signs and canopies, attached to or comprising a part ofsuch improvements (collectively, “Improvements”);

3. All easements, rights and appurtenances relating to the Land and theImprovements, subject, however, to all of the covenants, easements,restrictions and agreements of record; and

4. Any and all existing leases, subleases, concessions, tenancies andother occupancies of the Demised Premises.

B. Tenant, and/or an affiliate of Tenant, has occupied the DemisedPremises and is thoroughly acquainted with its condition and the DemisedPremises is accepted by Tenant in its present “as is” condition withoutrepresentation or warranty by Landlord and subject to all notes ornotices of violation of law; it being expressly understood and agreedthat Landlord shall not be required to perform any demolition,construction, improvements, alterations, maintenance, repairs,replacements or any other work of any kind or nature whatsoever at theDemised Premises. Tenant has examined the title to the Demised Premisesand is thoroughly acquainted with its state and condition and has foundthe same satisfactory and in accordance with the Provisions of thisLease relating thereto. Tenant acknowledges that Landlord has made norepresentation as to the state of title, or the condition, of theDemised Premises, or of any equipment or facilities located within orappurtenant thereto or the expenses of operation, or as to its fitnessor sufficiency for Tenants requirements or as to any defects, latent,patent or otherwise, or any other matter or thing affecting or relatedto the Demised Premises, except as expressly set forth herein. Thetaking of possession of the Demised Premises by Tenant shall beconclusive evidence that the said Demised Premises was in good andsatisfactory condition at the time such possession was taken.

II. USE

The Demised Premises may be used as primarily an office building andincidentally for related and/or ancillary uses (such as, for example,retail stores on the first floor), subject to covenants, easements,restrictions and agreements of record, and for no other purpose;provided, however, notwithstanding anything contained in the foregoingto the contrary, in no event shall Tenant use, or suffer or permitanyone to use, the Demised Premises or any part thereof, for (a) anagency, department or bureau of the United States Government or anystate or municipality within the United States, or for any agency,department or bureau of any other government or governmental agency,department or bureau, (b) any tax exempt or charitable, religious, unionor other not-for-profit organization, (c) the conduct of a publicauction of any kind, (d) the conduct or maintenance of any gambling orgaming activities or any political activities or any club activities,whether private or public, including but not limited to an Off-TrackBetting establishment, (e) the use of any type of video game, slotmachine, pinball machines or related equipment on the Demised Premises,(f) the use for any obscene or pornographic purposes for any sort ofcommercial sex establishment, whether pornographic or otherwise, or forthe sale of pornographic or sexually related implements or similaritems, (g) the use or a pawn shop, astrology, palm or card readingparlor or check cashing establishment, (h) a center, shelter or clinicfor the homeless, (i) a funeral home, or (j) a flea market.

III. TERM AND RENEWAL

A. The original term of this Lease shall be a period of twenty (20)years commencing upon the date hereof and expiring on Dec. 31, 2009 (the“Original Term” and each twelve (12) month period commencing upon thedate hereof or any anniversary of the date hereof, a “Lease Year”), oruntil such term shall sooner cease and expire or as such term shall beextended, as hereinafter provided.

B. Tenant shall have the right, at its option, to renew the OriginalTerm for two (2) consecutive periods of five (5) years each (each, a“Renewal Term”), provided that at the date of the exercise of any ofsaid options and at the commencement date of any Renewal Term no “Eventof Default” (as hereinafter defined) shall have occurred and becontinuing, that at the time Tenant exercises its option to renew forthe second Renewal Term it shall have duly exercised or shallsimultaneously exercise its option to renew for the first Renewal Termin accordance with the terms hereof, and provided further that Tenantshall exercise each such option to renew by written notice to Landlordat least twenty-four (24) months prior to the expiration of the OriginalTerm, or the then current Renewal Term, respectively or within sixty(60) days after “Landlord's Notice (as hereinafter defined), whicheveris later, but in no event later than the expiration of the “Lease Term”(as hereinafter defined) if no Landlord's Notice is given; time being ofthe essence to Tenant's giving any of such notices by Tenant. Landlordshall endeavor to deliver to Tenant at least 26 months prior to theexpiration of the Lease Term a notice (“Landlord's Notice”) stating thatTenant's right to renew the Lease Term shall expire on the later of (1)twenty-four (24) Months prior to the expiration of the Lease Term or (2)sixty (60) days after the delivery of such Notice. Prior to the exerciseby Tenant of any of said options to renew the original Term, theexpression “Lease Term”, shall mean the original Term; after theexercise by Tenant of any of the aforesaid options, the expression“Lease Term” shall mean the Original Term as the same may have beenextended. If Tenant shall not have given Landlord notice in writing ofthe exercise of any of the foregoing options within the time periodshereinabove set forth, Tenant shall have no further right to renew theLease Term; and if at the expiration of the Lease, should Tenant fail tovacate the Demised Premises, as hereinafter provided, Tenant's holdingover shall be governed by the provisions of Article XXX hereof.

C. Each Renewal Term shall be upon the same terms, covenants andconditions as provided in this Lease, except that upon the exercise ofeach Renewal Term, there shall be one (1) less Renewal Term remainingand the Rent payable during each Renewal Term shall be as set forth inArticle IV A.2 hereof. If Tenant shall give notice of the exercise of anoption in the manner and within the time periods hereinabove set forth,the Lease Term shall be renewed upon the giving of the notice withoutthe requirement of any action on the part of Landlord within thirty (30)days after request by either Landlord or Tenant, Landlord and Tenantagree to execute and deliver an instrument in recordable form confirmingthat the term of this Lease has been extended.

D. Notwithstanding anything contained herein to the contrary, in theevent all or a portion of the Demised Premises has been subleased to notmore than two subtenants, for a term, including renewals, which shallexpire not more than three years after the expiration of the Lease Term,Tenant shall have the right, at its option, to renew the Lease Term forone additional period of either one, two or three years, so that theLease Term shall expire after the expiration of such subleases providedthat Tenant shall exercise such option to renew in accordance withParagraph B of this Article III and further provided, Tenant shall haveno further right to renew or extend the term of this Lease. The optionprovided for in this Paragraph D shall be exercisable whether or notTenant then has the right to exercise any option provided for inParagraph B above, but the exercise of the option provided for in thisParagraph D shall constitute a waiver by Tenant of any then unexercisedoptions provided for in Paragraph B above. In no event shall Tenantenter into any such sublease which extends beyond the expiration of theLease Term without exercising an option as provided in Paragraph B or inthis Paragraph D.

UV, RENT

A. During the Original Term and each Renewal Term, Tenant covenants andagrees to pay to Landlord a basic annual rent (“Rent”) in equal monthlyinstallments, in advance, on the first day of each calendar monthincluded within the Lease Term, as follows:

1. During the Original Term, annual Rent shall be payable as follows:

Years Annual Rent 1-5 $ 811,000  6-10 $ 932,650 11-15 $1,072,548 16-20$1,233,430

2. During the first Renewal Term, the annual Rent shall be $1,418,445.During the second Renewal Term, the annual Rent shall be $1,631,211.During the renewal term provided for in Paragraph D of Article II, theannual Rent shall be (i) if the option for such renewal term isexercised in lieu of the option for the first Renewal Term or the secondRenewal Term, such annual Rent shall be that which would have beenpayable during the first Renewal Term or the second Renewal Term, as thecase may be, or (ii) if such option is exercised during the secondRenewal Term, such annual Rent shall be $1,875,893.

B. All Rent and other payments to be made by Tenant to Landlordhereunder shall be in lawful money of the United States of America, andshall be made without any prior demand and without any set-off ordeduction whatsoever, and shall be payable on the first day of each andevery month during the Lease Term, at Landlord's office at the place towhich a notice to Landlord is required to be sent hereunder, unlessLandlord shall direct otherwise by notice to Tenant. Rent for anyfraction of a month at the commencement or termination of the Lease Termshall be pro-rated. Tenant shall also pay without notice, except forsuch notice as may be required in this Lease, as additional rent, allcosts, expenses, taxes, assessments, insurance premiums requiredpursuant to this Lease, cost of maintenance, repair and replacementrequired pursuant to this Lease, and other payments which arise from orare related to the Demised Premises or Tenant's use thereof or whichTenant in any of the provisions of this Lease assumes or agrees to pay,and, in the event of any nonpayment thereof, Landlord shall have (inaddition to all other rights and remedies) all of the rights andremedies provided for herein or by law in the case of nonpayment ofRent.

C. If Tenant shall fail to pay any installment of Rent or additionalrent which is payable to Landlord for more than five (5) days after sameis due and payable, Tenant shall pay interest on the amount due at arate equal to five (5%) percent in excess of the rate then establishedby Citibank, N.A. in New York, N.Y., as its prime, base or referencerate (the “Interest Rate”), but in no event higher than the maximuminterest rate permitted by law. Such interest shall accrue until theamount due is paid to Landlord and shall be deemed additional renthereunder.

V. NET LEASE

A. This Lease is a net lease; accordingly, it is the purpose and intentof Landlord and Tenant that the Rent shall be absolutely net toLandlord, so that this Lease shall yield, net to Landlord, the Rentspecified in Article IV hereof in each year during the Lease Term, andthat all costs and expenses relating to the Demised Premises which mayarise or become due during or out of the Lease Term shall be paid byTenant.

B. Except as otherwise specifically provided in this Lease, this Leaseshall not terminate, nor shall Tenant be entitled to any abatement,deduction, counterclaim, defense, deferment or reduction of Rent, orset-off against the Rent, additional rent or other charges payablehereunder, nor shall the respective obligations of Landlord and Tenantbe otherwise affected, by reason of damage to or destruction of theDemised Premises from whatever cause, any taking by eminent domain, thelawful or unlawful prohibition, limitation, restriction or prevention ofTenant's use of the Demised Premises, the interference with such use byany private person, corporation or other entity, the impossibility ofperformance by Landlord, Tenant or both, any actions by governmentalauthority, or for any other cause whether similar or dissimilar to theforegoing, any present or future law to the contrary notwithstanding;provided, however that nothing contained in this Paragraph D shallnegate Landlord's obligations under or deprive Tenant of the fullbenefit of Article XXXII hereof; it being the intention that theobligations of Tenant hereunder shall be separate and independentcovenants and agreements and that the Rent and additional rent and allother sums payable by Tenant hereunder shall continue to be payable inall events unless the obligations to pay the same shall be terminatedpursuant to the express provisions of this Lease; and Tenant covenantsand agrees that it shall remain obligated under this Lease in accordancewith its terms, and that it shall not take any action to terminate,rescind or avoid this Lease, notwithstanding the bankruptcy, insolvency,reorganization, composition, readjustment, liquidation, dissolution,winding up or other proceedings affecting Landlord or any assignee ofLandlord. Except as provided in this Lease, Tenant waives all rights toterminate or surrender this Lease, or to any reduction, abatement ordeferment of Rent, additional rent or any other sums payable hereunder.

VI. TAXES: ASSESSMENTS; COMPLIANCE WITH LAWS

A. Tenant does hereby covenant and agree to and shall, (i) pay, asadditional rent, before any fine, penalty, interest or cost may be addedfor nonpayment, all real estate taxes, assessments, water and sewerrents, rates and charges, ad valorem taxes, gross receipts taxes, salesand use taxes, charges for public utilities, excises, levies, licenseand permit fees and other similar and dissimilar governmental chargesgeneral and special, ordinary and extraordinary, foreseen and unforeseenof any kind and nature whatsoever which are, at any time during theLease Term, assessed, levied, confirmed, imposed upon or become due andpayable out of or in respect of or become a lien upon or against orwhich arise with respect to the Demised Premises or any part thereof;any Rent, additional rent or other sums payable hereunder; this Lease orthe leasehold estate created hereby; or the acquisition, ownership,leasing, operation, occupation, possession or use of the DemisedPremises by Landlord or Tenant (“Taxes”); and (ii) furnish to Landlord,within thirty (30) days after the last day on which the same may be paidwithout penalty, official receipts or other satisfactory proofevidencing such payment. All obligations contemplated by this Sectionshall be appropriately adjusted between the parties hereto with respectto the amount of any such obligations paid or payable by Tenant orLandlord subsequent to the termination of this Lease which are properlyallocable to a period subsequent to the Lease Term.

B. If, due to a future change in the method of taxation or in the taxmethod, a new or additional real estate tax, or a franchise, income,transit, profit, or other tax or governmental imposition, howeverdesignated, shall be levied against Landlord and/or the Land and/orImprovements in addition to or in substitution in whole or in part forany tax which would constitute Taxes, or in lieu of additional taxes,such tax or imposition shall be deemed for the purposes hereof to beinclude within the term Taxes. By way of limitation as to the previoussentence as to any such tax which is adopted in addition to any taxwhich would constitute Taxes, the same shall be deemed Taxes only to theextent that the same are applicable to real property and the proceedsthereof or owners or lessors of real property as opposed to taxes ofgeneral application. Nothing contained in this Article VI shall requireTenant to pay any municipal, state or federal income, capital gains,excess profit, estate, inheritance, succession, transfer, franchise,capital levy or other tax or assessment upon Landlord, all of whichshall be the obligation of Landlord, except to the extent that such taxmay be levied or imposed as provided in the first sentence of thisParagraph B. If at any time during the Lease Term, a tax or excise on,or measured in whole or in part by, rents or gross receipts is levied orassessed against Landlord or the Rent or additional rent expresslyreserved hereunder in addition to or as a substitute in whole or in partfor taxes assessed or imposed an land and/or buildings (such as, forexample, the present Florida sales tax on rents, the Michigan singlebusiness tax, the City of Los Angeles gross receipt tax on rents, or thePhiladelphia City or school district gross receipt tax; it beingunderstood and agreed for the purposes of this Lease that the foregoingtaxes are not of the nature which would be subject to the limitationreferred to in the second sentence of this Paragraph B), the same shallbe included within the term real estate taxes, and Tenant covenants topay such tax or excise on, or measured by, rents or gross receipts, butonly to the extent of the amount thereof which is lawfully assessed orimposed upon Landlord and which was so assessed or imposed as a directresult of Landlord's ownership solely of the Demised Premises or of thisLease. It is agreed that Tenant shall have the sole right to file anapplication for an abatement of real estate taxes or otherwise contestTaxes or the assessment of the Demised Premises for any tax year whollyor partially included within the Lease Term, that Landlord shallcooperate with Tenant in perfecting any such application, including,without limitation, the execution of any documents legally required toperfect such application and permitting same to be brought in Landlord'sname (but at no cost or expense to Landlord) , and that Tenant shallretain any abatement, refund or rebate received on account thereof;except that if the last tax year shall be partially included within theLease Term, then such abatement shall be prorated between Landlord andTenant after first deducting therefrom Tenant's costs and expenses(including reasonable attorneys' fees) of obtaining the same.

C. In the event that any amount levied or assessed against the DemisedPremises may legally be paid in installments, Tenant shall have theoption to pay such assessment in installments and shall only be liablefor those installments which become due and payable during the LeaseTerm (subject to apportionment as provided in the last sentence ofParagraph A above).

D. Tenant, at its sole cost and expense, shall promptly (i) comply with,and cause the Demised Premises to comply with, and assume allliabilities and obligations with respect to, all Legal Requirements (ashereinafter defined) and Insurance Requirements (as hereinafterdefined), whether or not compliance therewith shall require structuralchanges or interfere with the use and enjoyment of the Demised Premisesor any part thereof; (ii) procure, maintain and comply with all permits,licenses and other authorizations required for any use of the DemisedPremises or any part thereof then being made, and for the propererection, installation, operation and maintenance of the Improvements;and (iii) comply with, and cause the Demised Premises to comply with,all reciprocal easement agreements, if any, affecting or related to theDemised Premises.

1. Legal Requirements are deemed to be all laws, statutes, ordinances,orders, judgments, rules, regulations, permits, licenses andrequirements of all governmental departments and agencies, which now, orat any time hereafter, may be applicable to the Demised Premises or theownership, operation, use, occupancy or possession thereof, including,without limitation, all Environmental Laws (as hereinafter defined).

2. Insurance Requirements are all terms of any of Tenant's insurancepolicies covering or applicable to the Demised Premises, allrequirements of the issuer of any such policy, and all orders, rules,regulations and any other requirements of the applicable National Boardof Fire Underwriters (or any other body exercising similar functions)applicable to or affecting the Demised Premises or the use, occupancy orpossession thereof.

E. Tenant, at its sole cost and expense, may contest (and, if legallyrequired, in the name of Landlord), by appropriate legal proceedingsconducted in good faith and with due diligence, the amount or validityor application, in whole or in part, of any real estate tax or lientherefor or any Legal Requirement or Insurance Requirement provided that(i) such proceedings shall suspend the collection of any sums payable tosatisfy any such liens or real estate taxes from Landlord, the DemisedPremises, any interest therein, the Rent or any additional rent, (ii)neither the Demised Premises nor any part thereof or interest therein,or the Rent, or any additional rent, or any portion thereof, would be inany danger of being sold, forfeited, attached or lost by reason of suchproceedings, (iii) Tenant shall have furnished such security, if any, asmay be required by Landlord, (iv) with respect to the contesting of anyLegal Requirement, Landlord would not be in any danger of any criminalliability by reason of such contest and the Demised Premises would notbe subject to a forfeiture or a prohibition on occupancy as a result offailure to comply with any Legal Requirement, and (v) if such contest befinally resolved against Tenant, Tenant shall promptly pay the amountrequired to be paid, together with all interest and penalties accruedthereon. Notwithstanding the provisions of subparagraph (iii) above,Tenant shall not be required to furnish any such security in contestingany real estate tax or lien therefor or any Legal Requirement orInsurance Requirements provided (i) Tenant has paid the contested tax,lien or amount imposed by a Legal Requirement, or (ii) Tenant deliversto Landlord its most recent annual financial statement, which shall havebeen prepared in accordance with generally accepted accountingprinciples, consistently applied, and certified by an independentCertified Public Accountant, which shows a net worth of Tenant equal tothe greater of $50,000,000 or the product of (1) 50 multiplied by (2)the Rent and Taxes payable for the current Lease Year (“Tenant's MinimumNet Worth”) and provided that Tenant's most recent quarterly financialstatement does not show a reduction in Tenant's net worth below itsMinimum Net Worth. Landlord, at the expense of Tenant, shall cooperatewith Tenant and execute any documents or pleadings legally required toperfect any such contest. Tenant shall indemnify and save Landlordharmless from and against any cost or expense of any kind that may beimposed upon Landlord in connection with any such contest and any lossresulting therefrom. Tenant shall give prompt notice to Landlord ofTenant's intention to contest as hereinabove set forth. In the eventLandlord does not receive such notice on or before the date which isthirty (30) days prior to the last day such contest may be commenced,Landlord shall have the right, but not the obligation, at Landlord'sexpense, to conduct such contest and file any and all papers and/orcommence such proceedings as in Landlord's opinion may be necessary ordesirable. Tenant shall cooperate with Landlord and execute anydocuments or pleadings legally required to perfect any such contest. IfLandlord obtains any tax refund, same shall be paid to Tenant net ofLandlord's expenses in obtaining same, or, if obtained in the last yearof the Lease Term, such refund shall be apportioned between Landlord andTenant.

F. In case of default by Tenant in any payment to be made by Tenant asprovided in this Article VI, Landlord, after ten (10) days writtennotice to Tenant and the continuation of such default at the expirationof such ten (10) day period, may, but shall not be obligated to, pay theamount of any such obligation with interest and penalties, if any, andthe amount so paid by Landlord, with interest at the interest Rate fromthe date of such payment thereof by Landlord until repaid by Tenant,shall be deemed to be additional rent hereunder and shall be paid byTenant to Landlord within ten (10) days after demand.

VlI. REPAIRS AND MAINTENANCE

A. Tenant, at its sole cost and expense, shall keep the DemisedPremises, and all parts thereof, including, without limitation, allsidewalks, curbs, parking areas, access ways and landscaped areas, ingood order, repair and condition, whether interior or exterior,structural or non-structural, ordinary or extraordinary, foreseen orunforeseen, including, without limitation, repair of all glass,utilities, conduits, fixtures, equipment, foundations, roofs, exteriorand interior walls, heating and air conditioning systems, lightingfixtures, wiring, plumbing, sprinkler systems, paving, sidewalks, roads,parking areas, curbs, gutters and fences. All repairs made by Tenantshall be at least equal in quality and class to the original work. Thenecessity for and adequacy of repairs to the Demised Premises pursuantto this Article shall be measured by the standard which is appropriatefor suburban office buildings in the Kansas City Metropolitan area (bothMissouri and Kansas) of similar construction, class and age, providedTenant shall in any event make all repairs necessary to avoid anystructural damage or injury thereto. In connection with the making ofany such repairs, Tenant shall comply with the provisions of ArticleVIII hereof. Tenant shall not commit any waste of the Demised Premises.Landlord makes no representation or warranty with respect to thecondition of the Demised Premises or its fitness or availability for anyparticular use, and Landlord shall not be liable for any latent orpatent defect therein.

B. Landlord shall not under any circumstances be required to build anyimprovements on the Demised Premises, or to make any repairs of anynature or description whatsoever to the Demised Premises, whetherordinary or extraordinary, structural or nonstructural, foreseen orunforeseen, or to make any expenditure whatsoever in connection withthis Lease or to maintain the Demised Premises in any way. Tenant herebywaives the right to make repairs at the expense of Landlord pursuant toany law in effect at the time of the execution of this Lease orthereafter enacted.

C. If, during the last twelve (12) months of the Lease Term, Tenant isrequired pursuant to any Legal Requirement to make structural repairs oralterations to the Demised Premises (a “Mandated Repair”), thennotwithstanding the provisions of Paragraphs A and B of this ArticleVII, the following shall apply. If a Mandated Repair must be completedprior to the expiration of the Lease Term, Tenant shall be responsibleto complete same at its sole cost and expense. If, however, a MandatedRepair may be accomplished over a period of time which extends beyondthe expiration of the Lease Term but work on such Mandated Repair mustbe commenced prior to the expiration of the Lease Term, then Tenantshall commence such work and shall be obligated to pay that portion ofthe work which is equal to the result obtained by pro-rating the totalcost of the Mandated Repair over the period of time during which suchMandated Repair may or must be completed and allocating to Tenant theamount allocable to the balance of the Lease Term. If the MandatedRepair can be made during the period which follows the expiration of theLease Term, then Tenant shall not be obligated to make such RequiredRepairs nor contribute to the cost of same. The provisions of thisParagraph C shall survive the expiration or sooner termination of thisLease.

D. Tenant shall keep the Demised Premises, and all parts thereof in aclear and orderly condition, free of trash and debris; shall keep theparking areas and sidewalks free of snow and ice; and shall keep alllandscaped areas in a well-groomed condition.

E. Upon the expiration or prior termination of the Lease Term, Tenantshall vacate and surrender the Demised Premises to Landlord vacant andbroom clean and in as good order and repair as on the date hereof,ordinary wear and tear excepted and subject to any then unrepaireddamage caused by fire or other casualty or condemnation which Tenant isnot required to repair under Articles XIV or XV of this Lease or therepair of which has not been completed as of the date of expiration ortermination.

VIII. ALTERATIONS

Subject to the next following sentence, Tenant, at its sole cost andexpense, may make alterations or additions or other improvements to theDemised Premises or any part thereof, provided that (a) if Tenant isrequired to submit or file any plans and specifications with anyfederal, state, county, city or any other governmental or municipalauthority, department, agency, board, office, commission or bureau orsubdivision thereof (“Governmental Authorities”) for any suchalterations, additions or improvements, Tenant shall deliver a copy ofsuch plans and specifications to Landlord promptly after the filing ofsame, and (b) any alterations or additions or other improvements (i)shall not reduce the fair market value of the Demised Premises below itsvalue immediately before such alteration, addition or improvement, orimpair the usefulness or structural integrity of the Improvements orchange the use thereof (but the foregoing shall not preclude the removalby Tenant of personal property not owned by Landlord), (ii) shall notreduce the gross leaseable area of the Demised Premises, (iii) areeffected in a good and workmanlike manner, in a safe and carefulfashion, and in compliance with all Legal Requirements and InsuranceRequirements, and (iv) are fully paid for by Tenant. In the event thatalterations, additions or improvements affect the exterior of theimprovements or the plumbing, electrical or heating, ventilating andair-conditioning systems of the Improvements (other than duct work orthe location of sprinkler heads), or such alterations, additions, orimprovements are structural in nature which shall be deemed to mean thatthey affect in any material way the columns, beams, floors, ceilings,interior ceiling-high partitions, slabs, roof or improvements facade, orchange in a material way the interior layout of the Improvements, Tenantshall not commence any such alterations, additions or improvements untiland unless Landlord shall have consented in writing to same, whichconsent Landlord shall not unreasonably withhold or delay. Landlordshall be deemed to have consented to any alterations, additions orimprovements requested to be made by Tenant pursuant to the precedingsentence, if Landlord does not provide Tenant with written notice of itsobjection to same within ten (10) business days of receipt of Tenant'swritten request with respect to any such alterations, additions orimprovements. All other alterations, additions or improvements shall notrequire the consent of Landlord. Notwithstanding anything containedherein to the contrary, in no event shall Tenant have the right todemolish any part of the Demised Premises (other than non-structuralimprovements) without Landlord's consent. All such alterations,additions or other improvements shall be and remain a part of the realtyand the property of Landlord, shall be subject to the terms of thisLease, and shall be surrendered to Landlord upon the expiration orearlier termination of the Lease Term.

IX. TENANT'S EQUIPMENT

Tenant, or any permitted subtenant hereunder may, at its sole cost andexpense, install or assemble or place in, on or about the DemisedPremises, and remove and substitute, any items of machinery, equipment,furniture, furnishings or other personal property used or useful inTenant's or its subtenant's business that can be removed from theDemised Premises without material damage thereto, which property shallconstitute Tenant's “Equipment”. Tenant's Equipment shall not includeceiling height movable partitions. Title to Tenant's Equipment shall beand remain in the Tenant or the applicable subtenant and Tenant or theapplicable subtenant may remove the same upon the expiration or priortermination of the Lease Term or sublease term, as applicable; provided,however, that Tenant or any subtenant, as applicable, shall have noright to remove any such item which is necessary for the operation ormaintenance of the Improvements as such, without regard to the nature ofthe business conducted therein, including, without limitation, heating,ventilating and air-conditioning equipment; and provided further thatany of Tenant's Equipment not removed by Tenant or any applicablesubtenant after the expiration or earlier termination of this Leaseshall be considered abandoned by Tenant or the applicable subtenant andmay be appropriated, sold, destroyed or otherwise disposed of byLandlord without obligation to account therefore. Tenant shall pay allcosts and expenses incurred in removing or disposing of Tenant'sEquipment, whether removed by Tenant or Landlord, and shall repair, atits sole cost and expense, all damage to the Demised Premises caused bythe removal of Tenant's Equipment, whether effected by Tenant, asubtenant or Landlord.

X. LIENS

A. Tenant shall cause to be paid all charges for all work done (laborand materials) upon the Demised Premises during the Lease Term and shallnot suffer or permit any mechanics' or similar liens for labor ormaterials furnished to the Demised Premises during the Lease Term to befiled against the Demised Premises or any part thereof; and if any suchlien shall be filed, Tenant shall either pay the same or procure thedischarge thereof in any manner permitted by law within thirty (30) daysafter such filing. Tenant shall indemnify Landlord and save Landlordharmless from and against any and all loss, damage, claims, liabilities,judgments, costs and expenses arising out of the filing of any suchlien.

B. If a notice of mechanic's lien shall be filed against the DemisedPremises for labor or materials alleged to have been furnished, or to befurnished at the Demised Premises, to or for Tenant or to or fromsomeone claiming under Tenant; and if Tenant shall fail to take suchaction as shall cause such lien to be discharged within thirty (30) daysafter such filing, in addition to all other rights of Landlordhereunder, Landlord may pay the amount of such lien or discharge it bydeposit or by bonding proceeding, and in the event of such deposit orbonding proceeding, Landlord may require the lienor to prosecute anappropriate action to enforce the lienor's claim. In such case, Landlordmay pay any judgment recovered on such claim. Any amount paid or expenseincurred by Landlord, as in this Section provided, and any expenseincurred or sum of money paid by Landlord by reason of the failure ofTenant to comply with any provision of this Lease, or in defending anysuch action, shall be deemed to be additional rent for the DemisedPremises, and shall be due and payable by Tenant to Landlord on demand,together with interest at the Interest Rate on the amount so paid byLandlord, from the date paid by Landlord until the date repaid byTenant. The receipt by Landlord of any installment of the regularstipulated Rent hereunder or any of said additional rent shall not be awaiver of any other additional rent then due.

C. Nothing contained herein shall constitute any consent or request byLandlord, express or implied, to or for the performance of any labor orservices or the furnishing of any materials or other property in respectof the Demised Premises, nor as giving Tenant any right, power orauthority to contract for or permit the performance of any labor orservices or the furnishing of any materials or other property in suchfashion as would permit the making of any claim against Landlord inrespect thereof; and notice is hereby given that Landlord will not,under any circumstances, be liable for any labor, services or materialsfurnished to Tenant or to anyone having an interest in the DemisedPremises or any part thereof through or under Tenant, and no mechanic'sor other lien for any such labor, services or material shall attach toor affect the reversionary or other interest of Landlord in and to theDemised Premises, or in and to any alterations, additions orimprovements to me made or erected thereon.

Xl. UTILITIES AND SERVICES

Tenant shall arrange for the procurement of and pay, or cause to bepaid, all charges for electricity, power, gas, steam, water, telephoneand other utilities and services, including, without limitation,cleaning and maintenance services, used upon or in connection with theDemised Premises. Landlord shall not be required to furnish anyutilities or services to Tenant.

Xii. INSURANCE

A. Tenant agrees to, and shall, maintain at all times and at its solecost and expense, insurance covering the Demised Premises as follows:

1. All-risk property insurance with an agreed amount endorsement for thefull replacement cost of the Improvements (with a deductible of not morethan $25,000), excluding the costs of excavation and foundation;

2. Commercial general public liability insurance against claims forbodily injury, death or property damage occurring on, in, under, at orabout the Demised Premises in a combined single limit amount of$10,000,000 with respect to bodily injury or death arising out of anyone accident or occurrence;

3. Boiler and Machinery Insurance in the amount of at least $1,000,000(with a deductible of not more than $10,000);

4. Workers' compensation insurance to the extent required by the law ofthe state in which the Demised Premises are located in respect of anywork or other operations in, on, under, at or about the DemisedPremises;

5. During any period of constriction on the Demised Premises, builder'srisk insurance on a completed value basis for the total cost of suchalterations, additions or improvements, and workers' compensationinsurance as required by applicable law if not already covered under theinsurance provided for in Paragraph 1 or Paragraph 4 hereof;

6. If and to the extent such insurance is commonly obtained by prudentowners of suburban office buildings in the Kansas City metropolitan area(Kansas and Missouri) of similar construction, class and age to theDemised Premises, environmental impairment insurance in such amounts asare commonly obtained by such prudent owners; provided, however, Tenantshall not be required to carry such insurance so long as its net worth(as defined in Paragraph E of Article VI) exceeds Tenant's Minimum NetWorth; and further, provided, to the extent Tenant is required to carrysuch insurance because its net worth is equal to or less than Tenant'sMinimum Net Worth, Tenant may maintain a deductible with respect to suchinsurance of not more than five (5%) percent of its net worth; and

7. Such other insurance in such amounts, and against such risks, as arecommonly obtained at the time in question by prudent owners of suburbanoffice buildings in the Kansas City metropolitan area (Kansas andMissouri) of similar construction, class and age to the DemisedPremises, including, without limitation war risk insurance, earthquakeinsurance and flood insurance.

B. All of the insurance required by this Article shall be written bycompanies of nationally recognized financial standing, reasonablysatisfactory to Landlord, which are authorized to issue policies in thestate in which the Demised Premises are located. The insurancemaintained by Tenant pursuant to this Article or otherwise in respect ofthe Demised Premises shall name Landlord and Landlord's mortgagee asadditional insureds as their interests may appear. The proceeds of theinsurance maintained by Tenant under Section A.1 shall be payable incase of loss to the holders of any fee mortgages upon the DemisedPremises as their interests may appear. All insurance maintained byTenant shall provide that (i) no cancellation or reduction thereof shallbe effective until at least thirty (30) days after receipt by Landlordof written notice thereof, and (ii) all losses shall be payable asprovided in Article XIV notwithstanding any act or negligence ofLandlord, Tenant, or any person or entity having an interest in theDemised Premises. Tenant, on the execution and delivery hereof, shallfurnish to Landlord, and any mortgagee, certificates for such insurance,and not less than ten (10) days before the expiration of any suchinsurance, a certificate or binder evidencing the replacement or renewalthereof. Landlord agrees to obtain from any fee mortgagee to whominsurance proceeds are payable hereunder, an agreement that such feemortgagee shall permit such insurance to be disbursed in accordance withArticle XIV hereof.

C. Tenant shall not take out separate insurance concurrent in form orcontributing in the event of loss with that required by this Article tobe furnished by Tenant unless Landlord and any mortgagee are includedtherein as additional insureds, as their interests may appear, with losspayable as in this Article provided. Tenant shall promptly notifyLandlord whenever any such separate insurance is taken out and shalldeliver to Landlord, and any mortgagee, the policy or policies orduplicates thereof, or certificates evidencing the same, as provided inthis Article.

D. Should Tenant fail to effect, maintain or renew any insurancerequired to be maintained by the provisions of this Article, or to paythe premium therefor, or to deliver to Landlord, or any mortgagee, anyof such policies or certificates, then and in any of said eventsLandlord, at its option, but without obligation to do so, may, upon ten(10) days' notice to Tenant, procure such insurance on Tenant's behalf.Any sums expended by Landlord to procure such insurance, together withinterest thereon at the Interest Rate from the date expended by Landlorduntil the date repaid by Tenant, shall be deemed to be additional renthereunder and shall be paid by Tenant to Landlord on demand.

E. There shall be no apportionment of premium in respect of insurancemaintained pursuant to this Article at the expiration Tenant may cancelany or any earlier termination of this Lease. Tenant may cancel any suchpolicies as of such expiration or termination and obtain any premiumrefunds incident thereto. Tenant shall be entitled to any premium refundor dividend received by Landlord or Tenant on account of any insurancemaintained by Tenant pursuant to this Article.

F. Tenant hereby waives any and all rights of recovery, claim, action orcause of action against Landlord and Landlord's partners, trustees,agents, officers and employees, for any loss or damage that may occur tothe Demised Premises, and to all majority of the arbitrators shall beconclusive and binding on all parties. Each arbitrator shall have atleast ten (10) years experience in owning, operating or managing realestate in Kansas City (Missouri or Kansas). If a party who shall havethe right pursuant to the foregoing to appoint an arbitrator fails orneglects to do so, then, and in such event, the other party shallappoint a second arbitrator. If the two arbitrators appointed shall failwithin fifteen (15) days after the appointment of the second arbitratorto appoint a third arbitrator, then either may apply to any court ofcompetent jurisdiction to appoint such third arbitrator. The expenses ofarbitration shall be shared equally by Landlord and Tenant but eachparty shall be responsible for the costs of its own counsel. Landlordand Tenant agree to, and hereby do, waive any and all rights they oreither of them may at any time have to revoke their agreement hereunderto submit to arbitration and to abide by the decision renderedthereunder. The arbitrators shall have no power to modify the provisionsof this Lease and their judgment is limited accordingly.

XIII. HAZARDOUS MATERIALS

A. Tenant agrees not to use, manufacture, store, dispose or sell anysubstance or material (collectively, “Hazardous Material(s)”),identified to be toxic or hazardous according to any applicable federal,state or local statute, law, rule or regulation, now or hereafterexisting, relating to regulation or control of toxic or hazardoussubstances or materials, including, without limitation, the ResourceConservation and Recovery Act, as amended by the Hazardous and SolidWaste Amendments of 1984, the Comprehensive Environmental Response,Compensation and Liability Act, the Hazardous Materials TransportationAct, the Toxic Substances Control Act, the Federal Insecticide,Fungiscide and Rodenticide Act, as any of the foregoing may have been ormay be from time-to-time amended, supplemented or supplanted(collectively, “Environmental Law(s)”), including, without limitation,any asbestos, PCB, radioactive substance, methane, volatilehydrocarbons, industrial solvents, gasoline or petroleum products in,on, under, at or about the Demised Premises (except for the existingfuel oil storage tanks at the Demised Premises which shall be used,operated and maintained at all times in compliance with allEnvironmental Laws) it being understood, however, that Tenant shall haveno obligation to remove any asbestos from the Demised Premises otherthan visible asbestos as described in Paragraph F of this Article XIII,unless such removal is mandated by Environmental Law.

B. If Tenant receives any written notice of the happening of any eventinvolving the use, spill, discharge, dumping or cleanup of any HazardousMaterial in, on, under, at or about the Demised Premises or into thesewer, septic system or waste treatment system servicing the DemisedPremises (any such event being hereinafter referred to as “HazardousDischarge”) or of any complaint, order, citation, or notice with regardto such Hazardous Discharge or to air emissions, water discharges, noiseemissions or any other environmental, health or safety matter affectingthe Demised Premises or Tenant (any of the foregoing being hereinafterreferred to as an ‘Environmental Complaint’) from any person or entity,including, without limitation, the United States EnvironmentalProtection Agency (“EPA”), then Tenant shall give immediate oral andwritten notice of same to Landlord and Landlord's mortgagee, detailingall relevant facts and circumstances with respect thereto of whichTenant has knowledge.

C. If any Event of Default under Paragraph D of this Article XII occursand is continuing, without limiting the foregoing, Landlord shall havethe right, but not the obligation, to exercise any of its rights asprovided in this Lease with respect to an Event of Default or to enteronto the Demised Premises or to take such actions as may be required byany Governmental Authority to clean up, remove, resolve or minimize theimpact of, or otherwise deal with, any Hazardous Discharge orEnvironmental Complaint upon its receipt of any notice from anyGovernmental Authority, including, without limitation, the EPA,asserting the happening of a Hazardous Discharge or an EnvironmentalComplaint on or pertaining to the Demised Premises and requiringclean-up or other action to be taken. All costs and expenses incurred byLandlord in the exercise of any such rights, together with interestthereon at the Interest Rate from the date incurred by Landlord untilthe date repaid by Tenant, shall be deemed to be additional renthereunder and shall be paid by Tenant to Landlord on demand.

D. The occurrence of the following event shall constitute an Event ofDefault under this Lease:

If the EPA, or any other local, state or federal agency asserts orcreates a lien upon any or all of the Demised Premises by reason of the(a) presence of Hazardous Materials in, on, under, at or about theDemised Premises, (b) occurrence of a Hazardous Discharge, (c) anEnvironmental Complaint, (d) any violation of any Environmental Law orotherwise; or if the EPA, or any other local, state or federal agencyasserts a written claim against Tenant, the Demised Premises or Landlordfor damages or cleanup costs related to the presence of HazardousMaterial, a Hazardous Discharge or an Environmental Complaint on orpertaining to the Demised Premises; provided, however, such claim orlien shall not constitute a default if, within ten (10) days afterTenant receives written notice of such lien or claim:

(a) Tenant shall commence and shall thereafter pursue with due diligenceeither: (i) the cure or correction of the event which constitutes thebasis for the claim or lien, and continues with due diligence to pursuesuch cure or correction to completion, or (ii) proceedings for aninjunction, a restraining order or other appropriate proceedings arebrought by Tenant with due diligence seeking relief of the matter givingrise to the claim and the relief obtained thereby is not thereafterreversed on appeal; and

(b) In either of the foregoing events, Tenant shall have posted anybond, letter of credit or other security required by law satisfactory inform, substance and amount to the agency or entity asserting the claimto secure the proper and complete cure or correction of the event whichconstitutes the basis for the claim.

E. Tenant hereby agrees to defend, pay, protect, indemnify and holdLandlord, or any partner, officer, director, trustee or shareholder ofLandlord, and any mortgagee with respect to the Demised Premises,harmless from and against any and all claims (including, withoutlimitation, wrongful death actions and third party claims, but excludingclaims for consequential damages) losses, liabilities, damages, costsand expenses (including, without limitation, causes of actions, suits,claims, demands, judgments, cleanup costs and reasonable attorneys' feesand disbursements) arising directly or indirectly from, out of or byreason of the presence of any Hazardous Material in, on, under, at orabout the Demised Premises or any Hazardous Discharge in, on, under, ator about the Demised Premises, or any Environmental Complaint related tothe Demised Premises or due to a violation of any Environmental Law withrespect to Tenant or the Demised Premises or as a result of Tenant'sfailure to comply with the provisions of this Article XII occurringeither (i) during or attributable to the period prior to the expirationor sooner termination of this Lease and any other period of possessionof the Demised Premises by Tenant or any affiliate of Tenant, or (ii) byreason of or attributable to Tenant's operations in, on, under, at orabout the Demised Premises.

F. In addition to its obligations set forth in this Article, Tenantshall, on or before the first anniversary date hereof, remove anyexposed asbestos in, on, under or about the Demised Premises. Suchremoval shall be accomplished in accordance and compliance with allEnvironmental Laws. In the event of Tenant's failure to comply with theforegoing obligations in addition to all other remedies of Landlordhereunder, Landlord shall have the right to apply the proceeds of the“Deposit” (as described in Article XXXIX hereof) to pay for the cost ofthe removal and compliance and in the event the cost thereof shallexceed the Deposit, the balance shall be paid to Landlord as additionalrent within five days after demand.

G. The provisions of this Article shall survive the expiration or soonertermination of this Lease with respect to the obligations andliabilities of Tenant hereunder, actual or contingent, which have arisenon or prior to such expiration or sooner termination.

XIV. FIRE AND OTHER CASUALTY

A. If the improvements, or any part thereof, shall be damaged ordestroyed by fire, the elements or other casualty during the term ofthis Lease, then Tenant shall give prompt notice thereof to Landlord,and Tenant shall promptly thereafter repair or restore the Improvementsto substantially the same condition, to the extent permitted byapplicable law, they were in immediately prior to the casualty, andnotwithstanding any contrary law, Rent shall not be suspended, abated orreduced as a result thereof. All insurance proceeds recovered on accountof any damage or destruction by fire, the elements or other casualtyshall be made available for the payment of the cost of the aforesaidrepair or restoration. If the amount of said insurance proceeds plus theamount of any deductible applicable to said damage or destruction shallbe less than One Hundred Thousand ($100,000.00) Dollars, said insuranceproceeds shall be paid over to Tenant. If the amount of said insuranceproceeds plus the amount of any deductible applicable to said damage ordestruction shall be less than One Hundred Thousand ($100,000.00)Dollars or more, said insurance proceeds shall be paid to any bank ortrust company in Kansas City, Missouri, designated by Landlord and shallbe held in trust and shall be disbursed to Tenant, upon joint signaturesof Landlord and Tenant, as the work of repair or restoration progressesupon certificates of the architect or engineer supervising the repair orrestoration that the disbursements then requested, plus all previousdisbursements made from said insurance proceeds, plus the amount of saiddeductible, do not exceed the cost of the repair or restoration alreadycompleted and paid for, and that the balance being held by Landlord issufficient to pay for the estimated cost of completing the repair andrestoration. All amounts held by such bank or trust company pursuant tothe preceding sentence or by Landlord's mortgagee, as provided below,shall be invested in an interest bearing account until disbursed asprovided in this Paragraph A, and the interest on such funds shall beadded to the proceeds of such insurance for disbursement in accordancewith the provisions of this Paragraph A. If the insurance proceeds shallbe less than the cost of repair or restoration, Tenant shall pay theexcess cost prior to the disbursement of any insurance proceeds. If theinsurance proceeds shall be greater than the cost of repair orrestoration, the excess shall be paid to Tenant. All repairs andrestoration shall be completed in accordance with Article VIII hereof.If Landlord's first mortgagee shall be a bank, insurance company orother recognized institutional lender, such mortgagee may hold anyinsurance proceeds which would otherwise be paid to the aforementionedbank or trust company and such proceeds shall be disbursed by suchmortgagee as the repair and restoration work progresses upon its receiptof the certificates described above.

B. In the event of damage or destruction during the second to last yearof the Lease Term, the repair and restoration of which (as estimated andcertified to by an architect or engineer designated by Tenant andreasonably approved by Landlord) would cost in excess of 75% of thereplacement value of the Building, or in the event of damage ordestruction during the last year of the Lease Term hereof, the repairand restoration of which (as estimated and certified to by an architector engineer designated by Tenant and reasonably approved by Landlord)would cost in excess of 25% of the replacement value of the Building,Landlord or Tenant, upon written notice to the other given within thirty(30) days of such damage or destruction and the determination by thearchitect or engineer of the replacement value, as aforesaid, mayterminate this Lease by serving upon the other at any time within saidthirty (30) day period a ten (10) day written notice of its election toso terminate (but a sixty (60) day written notice shall be required incase of Landlord's election to terminate pursuant to this Paragraph B),provided that any and all insurance proceeds received by Tenant inconnection therewith and the right to receive all insurance proceeds notpreviously paid by any insurance company insuring the Demised Premisesshall be paid to and assigned to Landlord; and, subject to the followingsentence, if such notice is given and such payment and assignment aremade, this Lease shall cease and terminate and come to an end on thedate specified in said notice as if said date were the date originallymentioned in this Lease for the expiration hereof. Notwithstanding theforegoing, Tenant shall not have the right to terminate this Lease ifany damage or destruction is caused by an uninsured casualty, or ifTenant fails to maintain the insurance required hereunder, or ifLandlord is unable (other than by reason of its own acts), for anyreason whatsoever, to collect all insurance proceeds which wouldotherwise be payable by Tenant's insurance carriers in connection withsuch damage or destruction (unless Tenant makes Landlord whole by payingany such shortfall).

XV. CONDEMNATION

A. Tenant hereby irrevocably assigns to Landlord any award or payment towhich Tenant may be or become entitled by reason of any taking of theDemised Premises, or any part thereof (“Compensation”), in or bycondemnation or other eminent domain proceedings pursuant to any law,general or special, by any governmental authority, civil or military(“Condemnation”), whether the same shall be paid or payable in respectof Tenant's leasehold interest hereunder or otherwise, but nothing inthis Lease shall impair Tenant's right to any award or payment onaccount of Tenant's trade fixtures, equipment and moving expenses, ifavailable, to the extent Tenant shall have a right to make a separateclaim therefor against the appropriate governmental authority, but in noevent shall any such separate claim be based upon the value of Tenant'sleasehold interest and in no event shall any such claim reduce the awardwhich would otherwise be made to Landlord. Tenant agrees to execute anyand all documents that may be required in order to facilitate collectionby Landlord of any and all such awards. Landlord, and only Landlord mayappear in any such proceeding or action to negotiate, prosecute andadjust any claim for any Compensation, and Landlord shall collect anysuch Compensation. Landlord shall pay all costs and expenses inconnection with each such proceeding, action, negotiations prosecutionand adjustment, for which costs and expenses Landlord shall bereimbursed out of any Compensation received. All Compensation shall beapplied pursuant to this subparagraph A, and all such Compensation (lessthe expense of collecting such Compensation) is herein called the “NetProceeds.” Notwithstanding the foregoing, it is understood that anyaward paid on account of Tenant's trade fixtures, equipment and movingexpenses or any award for a temporary taking of the Demised Premisesshall be paid exclusively to Tenant.

B. If all or substantially all of the Land or Improvements shall betaken in or by condemnation or other eminent domain proceedings pursuantto any law, general or special, then this Lease shall terminate on theday preceding the date of the vesting of title to the Demised Premisesor portion thereof in the condemning authority and Rent and additionalrent shall be paid to the date of such termination.

C. If a Condemnation shall affect at least 50% of the Demised Premisesand, in Tenant's reasonable judgment shall render the Demised Premisesunsuitable for restoration for continued use and occupancy of Tenant,then Tenant shall, not later than thirty (30) days after suchCondemnation, deliver to Landlord (i) notice of its intention toterminate this Lease on the next rental payment date (the “CondemnationTermination Date”) which occurs not less than ninety (90) days after thedelivery of such notice, (ii) a certificate of an authorized officer ofTenant describing the event giving rise to such termination, and (iii)an irrevocable offer by Tenant to Landlord to purchase on theCondemnation Termination Date any remaining portion of the Premises andthe Net Proceeds, if any, payable in connection with such Condemnation(or the right to receive the same when made, if payment thereof has notyet been made), at a price equal to ten times the then annual Rentpayable hereunder. In the event that Tenant exercises the right toterminate the lease provided in this paragraph C, then, in such event,not-withstanding anything to the contrary contained in Paragraph Aabove, Tenant shall have the right to participate in any condemnationproceeding in connection with such Condemnation. If Landlord shallreject such offer by notice given to Tenant not later than fifteen (15)days prior to the Condemnation Termination Date, this Lease shallterminate on the Condemnation Termination Date, except with respect toobligations and liabilities of Tenant hereunder, actual or contingent,which have arisen on or prior to the Condemnation Termination Date, uponpayment by Tenant of all Rent, additional rent and other sums then dueand payable hereunder to and including the Condemnation Termination Dateand the Net Proceeds shall belong to Landlord. Unless Landlord shallhave rejected such offer in accordance with this subparagraph, Landlordshall be conclusively considered to have accepted such offer, and, onthe Condemnation Termination Date, there shall be conveyed to Tenant orits designee the remaining portion of the Demised Premises, if any, andthere shall be paid and assigned to Tenant or its designee all itsinterest in the Net Proceeds, pursuant to and upon compliance withsubparagraph D below.

D. (i) If Tenant shall purchase the Demised Premises pursuant tosubparagraph C hereof, Landlord shall convey or cause to be conveyedtitle thereto by special warranty deed, free of any mortgage imposed byLandlord and subject only to this Lease, the lien of any taxes,exceptions set forth in the title policy delivered to Landlord on evendate, exceptions created or consented to or existing by reason ofactions by Tenant, and all Legal Requirements.

(ii) Upon the date fixed for any purchase of the Demised Premises byTenant to subparagraph C of this Lease, Tenant shall pay to Landlord thepurchase price therefore specified herein in immediately availablefunds, together with all Rent, additional rent and other sums then dueand payable hereunder to and including such date of purchase and thereshall be delivered to Tenant a deed or other conveyance of the interestsin the Demised Premises then being sold to Tenant and any otherinstruments necessary to convey the title thereto described insubparagraph (i) and to assign any other property then required to beassigned by Landlord pursuant hereto.

(iii) There shall be no adjustments at closing except that Tenant shallpay all prepayment premiums or penalties charged by any mortgagee ofLandlord. Tenant shall pay all charges incident to such conveyance andassignment, including, without limitation, reasonable attorneys' feesand disbursements, recording fees, title insurance premiums and allapplicable transfer taxes (not including any income, capital gain orfranchise taxes of Landlord) which may be imposed by reason of suchconveyance and other instruments. Upon the completion of any purchase ofthe entire Demised Premises (but not of any lesser interest than theentire Demised Premises) but not prior thereto (whether or not any delayor failure in the completion of such purchase shall be the fault ofLandlord), this Lease shall terminate, except with respect toobligations and liabilities of Tenant hereunder, actual or contingent,which have arisen on or prior to such completion of purchase.

E. If (i) less than 50% of the Demised Premises shall be taken in or bycondemnation or other eminent domain proceedings pursuant to any law,general or special, or (ii) the use or occupancy of the Demised Premisesor any part thereof shall be temporarily requisitioned by anygovernmental authority, civil or military, then this Lease shallcontinue in full force and effect without abatement or reduction ofRent, additional rent or other sums payable by Tenant hereunder,notwithstanding such taking or requisition. In such event, Tenant shallpromptly after any such taking or requisition and, at its sole cost andexpense, repair any damage caused by any such taking or requisition inconformity with the provisions of Article VIII of this Lease so that,after the completion of such repair, the Demised Premises shall be, asnearly as possible, in a condition as good as the condition thereofimmediately prior to such taking or requisition, except for ordinarywear and tear. In the event of any such lesser taking in or bycondemnation or other eminent domain proceedings, Landlord shallpromptly make payments to Tenant out of the Net Proceeds (which shall beheld in trust for such purpose), and such payments shall be made in thesame manner in which fire insurance proceeds are to be disbursed toTenant pursuant to the provisions of Article XIV hereof. If there shallbe any Net Proceeds remaining after the final payment has been made forsuch repair work, they shall be retained by Landlord.

F. For purposes of this Lease, all amounts paid pursuant to anyagreement with any condemning authority which has been made insettlement of any condemnation or other eminent domain proceedingaffecting the Demised Premises shall be deemed to constitute an awardmade in such proceeding.

XVI. SUBLETTING AND ASSIGNMENT

A. Subject to the provisions of Paragraph F of this Article XVI and theother terms and conditions of this Article XVI, Tenant shall have theright to assign this Lease (in whole, but not in part), or sublet theDemised Premises (in whole or in part) without the consent of Landlord,provided that in the case of a subletting, no subletting shall be for aterm ending later than one day prior to the expiration date of the LeaseTerm, subject, however, to the provisions of Paragraph D of Article IIIhereof. Landlord shall have the right to collect and enjoy all rents andother sums of money payable under any sublease of the Demised Premisesfollowing the occurrence of any Event of Default, and Tenant herebyassigns such rents and money to Landlord, such assignment to beeffective upon the occurrence of any Event of Default.

B. If this Lease be assigned or transferred in violation of the terms ofthis Lease, Landlord may, after default by Tenant, collect rent from theassignee or transferee, and apply the net amount collected to the Rent,but no such assignment or collection shall be deemed a waiver of anyagreement, term, covenant or condition hereof (except that to the extentRent or additional rent has been collected under the sublease, Tenantshall be entitled to a credit against any Rent or additional rent dueand payable by Tenant hereunder), or the acceptance of the assignee ortransferee as tenant, or a release of Tenant from the performance orfurther performance by Tenant of the agreements, terms, covenants andconditions hereof, and Tenant shall continue liable hereunder inaccordance with the agreements, terms, covenants and conditions hereof.

C. The merger or consolidation or sale of substantially all the assetsof Tenant, shall be deemed an assignment of this Lease and shall besubject to all of the provisions of this Lease with respect toassignments, including, without limitation Paragraph E hereof. Thereshall be no restriction under this Article XVI applicable to the sale ofall or any portion of the stock of Tenant to any third party, and suchsale of stock shall not constitute an assignment of this Lease for anypurposes under this or any other Article of this Lease.

D. No assignment made shall be effective until there shall have beendelivered to Landlord an executed counterpart of such assignmentcontaining an agreement, in recordable form, executed by the assignorand the proposed assignee, wherein and whereby such assignee assumes dueperformance of the obligations an the assignor's part to be performedunder this Lease from and after the effective date of the assignment tothe end of the Lease Term. In no event shall any such assignment relieveTenant of its obligations hereunder.

E. It shall be a condition precedent to the merger of Tenant intoanother corporation or to the consolidation of the Tenant with one ormore other corporations that the surviving entity or transferee ofassets, as the case may be, shall (i) have a minimum net worth at leastequal to the net worth of Tenant immediately prior to such merger orconsolidation, (ii) deliver to Landlord a certified financial statementevidencing the requirements set forth in the foregoing subsection (i),and (iii) deliver to Landlord an acknowledged instrument in recordableform assuming all obligations, covenants and responsibilities of Tenanthereunder; and Tenant covenants that it will not merge or consolidate orsell or otherwise dispose of all or substantially all of its assetsunless the foregoing requirements are met and such statement andinstrument shall have been so delivered.

F. No sublease shall be effective unless Tenant within ten (10) daysafter the execution of any sublease, shall deliver one fully executedoriginal sublease to Landlord. Each sublease shall provide that it issubject and subordinate to this Lease and to the matters to which thisLease is or shall be subordinate and that in the event of anytermination, re-entry or dispossess by Landlord under this Lease,Landlord, at its option may take over all of the right, title andinterest of Tenant, as sublessor, under such sublease and suchsubtenant, at Landlord's option, shall attorn to Landlord pursuant tothe then executory provisions of such sublease, except that Landlordshall not (a) be liable for any previous act or omission of Tenant undersuch sublease, (b) be subject to any offset not expressly provided insuch sublease or which theretofore accrued to such subtenant againstTenant, (c) be bound by any previous or prepayment of more than onemonth's rent, or (d) be responsible for the repayment of securitydeposits not delivered to Landlord.

G. Each subletting shall be subject to all the covenants, agreements,terms, provisions and conditions contained in this Lease.Notwithstanding any such subletting to any subtenant and/or acceptanceof rent or additional rent by Landlord from any subtenant, Tenant shalland will remain fully liable for the payment of rent, and additionalrent due and to become due hereunder and for the performance of all thecovenants, agreements, terms, provisions and conditions contained inthis Lease on the part of Tenant to be performed and all acts andomissions of any licensee or subtenant or anyone claiming under orthrough any subtenant which shall be in violation of any of theobligations of this Lease, shall be deemed to be a violation by Tenant.

H. It is understood and agreed that if Tenant should sublease all of theDemised Premises to one or two subtenants, then, upon request of Tenant,and provided the conditions set forth in Paragraph I below aresatisfied, Landlord, within ten (10) business days after requesttherefor, shall enter into an agreement with such subtenants,substantially to the effect that in the event of any default proceedingagainst Tenant (i) Landlord will not make such subtenant a partydefendant to such action, nor disturb its possession under its subleaseso long as there shall be no default continuing by said subtenant underits sublease (after the expiration of applicable grace periods, if any),and (ii) such subtenant shall be recognized by Landlord as a directtenant pursuant to such subtenant's sublease as if Landlord had executedsuch sublease as sublessor thereof; provided, however, that any suchsubtenant shall attorn to Landlord (any such agreement, or any agreementof similar import, being referred to in this Lease as a “RecognitionAgreement”). Any such Recognition Agreement shall provide that thesublease shall continue in full force and effect as a direct leasebetween Landlord and the subtenant upon all of the terms, conditions,and covenants as are set forth in the sublease, except that Landlordshall not (i) be liable for any previous act or omission of tenant underthe sublease; (ii) be subject to any offset not expressly provided forin the sublease, which theretofore shall have accrued to the subtenantagainst Tenant; (iii) be obligated to perform any work; (iv) be bound byany previous modification of the sublease or by any previous prepaymentof more than one month's rent, or additional rent, unless suchmodification or prepayment shall have been expressly approved in writingby Landlord; or (v) be obligated to repair the sublet space or theImprovements, or any part thereof, in the event of any casualty or inthe event of partial condemnation. In connection with any RecognitionAgreement, Tenant agrees to pay to Landlord, as additional rent, suchreasonable attorney fees and disbursements as are incurred by Landlordin connection with any such Recognition Agreement.

1. Any such Recognition Agreement shall be executed by the Landlord onlyunder the following circumstances:

(a) the rent and additional rent per square foot provided for in suchsublease is a fair market rent, but in no event less than the Rent andadditional rent per square foot payable hereunder;

(b) the sublease does not provide for any up front lump-sum payment ofrent or prepaid rent, and the sublease does provide for regular, equalmonthly installments of rent which in any lease year are not less thanthe rent payable in the previous lease year; and

(c) the sublet space consists of one or more full floors of theimprovements.

XVII. INDEMNIFICATION

A. Tenant shall protect, indemnify, defend and save Landlord, and anyofficer, director, shareholder, trustee or partner of Landlord, and anymortgagee (collectively, Indemnified Parties”) harmless from and againstall liabilities, obligations, claims, damages, penalties, causes ofaction, costs and expenses (including, without limitation, reasonableattorneys fees and disbursements) imposed upon or incurred by orasserted against an Indemnified Party by reason of any of the followingwhich occurs prior to the later of the expiration or the earliertermination of the Lease or the abandonment of the Demised Premises asdescribed in Article XVIII(A)(vi); (a) any accident, injury to or deathof persons, loss of or damage to property occurring in, on, under, at orabout the Demised Premises or connected with the use, condition oroccupancy of any part thereof; (b) any use, misuse, act or omission,alteration, maintenance or repair of the Improvements by Tenant, itsagents, contractors, licensees, or sublessees; and (c) any failure onthe part of Tenant to perform or comply with any of the terms,provisions and conditions of this Lease, including, without limitation,the provisions relating to Legal Requirements and Environmental Laws.Each indemnified Party shall give Tenant prompt notice of any suchclaim; and Tenant, at its sale cost and expense, shall contest, resistand defend any such claim, action or proceedings asserted or institutedagainst an Indemnified Party, with counsel of its choice, and maycompromise or otherwise dispose of the same as it sees fit.

B. The indemnity set forth in the foregoing Section A shall survive theexpiration or earlier termination of this Lease, but only as to matterscovered thereby which arose or accrued prior to the later of theexpiration or earlier termination of the Lease or the abandonment of theDemised Premises as described in Article XVIl(A)(vi).

XVIII. CONDITIONAL LIMITATIONS; DEFAULT PROVISIONS

A. Each of the following occurrences or acts shall constitute an eventof default (an “Event of Default”) under this Lease:

(i) If Tenant shall fail to pay any Rent, additional rent or other sumrequired to be paid by Tenant hereunder and such failure shall continuefor ten (10) days after notice to Tenant of such failure; or

(ii) If an Event of Default shall occur pursuant to Paragraph D ofArticle XIII hereof; or

(iii) If Tenant shall fail to observe or perform any other provisionhereof and such failure shall continue for thirty (30) days after noticeto Tenant of such failure (provided, however, that in the case of anysuch default which cannot be cured solely by the payment of money andcannot with diligence be cured within such thirty (30) day period, ifTenant shall commence promptly to cure the same and thereafter shallprosecute the curing thereof with due diligence, the time within whichsuch default may be cured shall be extended for such period as isreasonably necessary to complete the curing thereof with due diligence;and provided further that any failure to cure within said thirty (30)day period will not (a) subject Landlord or any mortgagee to prosecutionfor a crime, or (b) subject the Demised Premises, or any part thereof,to being condemned or vacated; or

(iv) If Tenant shall make an assignment for the benefit of creditors, orshall file a voluntary petition under any bankruptcy or insolvency law,or an involuntary petition alleging an act of bankruptcy or insolvencyshall be filed against Tenant under any bankruptcy or insolvency law, orwhenever a petition shall be filed by or against Tenant under thereorganization provisions of the United States Bankruptcy Code or underthe provisions of any law of like import, or whenever a petition shallbe filed by Tenant under the arrangement provisions of the United StatesBankruptcy Code or under the provisions of any law of like import, orwhenever a permanent receiver of Tenant or of or for the property ofTenant shall be appointed, and if any of the foregoing events occur andcontinue without the acquiescence of Tenant for a period of ninety (90)days, or in any other case at any time after the occurrence of any suchevent; or

(v) If any event shall occur or any contingency shall arise whereby thisLease or the estate hereby granted or the unexpired balance of the LeaseTerm would, by operation of law or otherwise, devolve upon or pass toany person, firm or corporation except as expressly permitted in thisLease; or

(vi) If Tenant shall abandon all of the Demised Premises by vacating theDemised Premises and failing to (i) maintain the Demised Premises, (ii)make all repairs thereto, (iii) maintain security and/or (iv) complywith all of the terms, covenants and provisions hereof, for a period inexcess of thirty (30) days (and the fact that any of Tenant's propertyremains in, on, under, at or about the Demised Premises, shall not beevidence that Tenant has not abandoned the Demised Premises).

B. If an Event of Default shall have occurred and be continuing,Landlord shall have the right to give Tenant a five (5) day notice ofLandlord's termination of this Lease; and upon the fifth (5th) day nextsucceeding the giving of such notice, this Lease and the estate hereby granted shall expire and terminate on such date as fully and completelyand with the same effect as if such date were the date herein fixed forthe expiration of the Lease Term, all rights of Tenant hereunder shallexpire and terminate (Tenant hereby waiving all rights of redemption),but Tenant shall remain liable as hereinafter provided.

C. No expiration or termination of this Lease pursuant to the foregoingSection B, or by operation of law or otherwise, shall relieve Tenant ofits liabilities and obligations hereunder, all of which shall survivesuch expiration or termination.

D. If any Event of Default continues beyond the applicable grace period,if any, Landlord shall have the following rights remedies, which rightsand remedies shall not limit, restrict or otherwise modify any otherrights or remedies of Landlord, including, without limitation, those setforth in the foregoing Section B:

(i) Landlord shall have the right, without prejudice to any other rightor remedy Landlord might have hereunder or by law or in equity andnotwithstanding any forbearance or waiver of any prior default of Tenanthereunder, to re-enter the Demised Premises, to dispossess Tenant andany legal representative of Tenant or other occupants of the DemisedPremises whose occupancy is subject and subordinate to this Lease, by asummary proceeding or other appropriate suit, action or proceeding orotherwise, and, at Tenant's expense, to remove, keep and/or dispose of(by sale, donation, destruction or otherwise) for the sole benefit ofLandlord, Tenant's effects, all of which shall be deemed abandoned toLandlord and to have, hold and enjoy the Demised Premises and the rightto receive all rental and other income of and from the same and Tenanthereby waives the service of notice of intention to re-enter or toinstitute summary proceedings to that end. No re-entry by Landlord shallbe deemed an acceptance of a surrender of this Lease unless Landlordshall otherwise so elect in writing.

(ii) In case of any such re-entry, termination and/or dispossess bysummary proceedings or otherwise, (a) the Rent, additional rent, and anyand all other sums payable by Tenant hereunder shall become duethereupon and be paid up to the time of such re-entry, dispossess and/ortermination, together with such reasonable expenses as Landlord mayincur for legal expenses, attorneys' fees and disbursements, brokerage,and/or keeping or putting the Demised Premises in good order andpreparing the same for re-letting; (b) Landlord may re-let the DemisedPremises or any part or parts thereof, either in the name of Landlord orotherwise, for a term or terms which may at Landlord's option be lessthan or exceed the period which would otherwise have constituted thebalance of the Lease Term and may grant concessions or free rent; and(c) Tenant or the legal representative of Tenant shall also pay Landlordas liquidated damages, and not as a penalty, for the failure of Tenantto observe and perform said Tenant's covenants herein contained, theamount set forth in Section E hereof. The failure of Landlord to re-letthe Demised Premises or any part or parts thereof shall not release oraffect Tenant's liability for damages.

(iii) Landlord shall have the right of injunction and the right toinvoke any remedy allowed at law or in equity as if re-entry, summaryproceedings and other remedies were not herein provided for.

(iv) Landlord, if it has not exercised its rights to terminate thisLease under Paragraph B or to re-enter the Demised Premises pursuant tothis Paragraph D, may cure the default specified in Section A and mayenter upon the Demised Premises to do so. In such case, Landlord maypay, or incur an obligation to pay, any sum of money or perform anyother act necessary to accomplish the same. All sums so paid, andobligations so incurred, by Landlord and all necessary costs andexpenses incurred by Landlord in connection therewith, together withinterest thereon at the Interest Rate from the date so incurred byLandlord until the date repaid by Tenant, shall be deemed to beadditional rent under this Lease and shall be paid by Tenant to Landlordupon demand. Such cure by Landlord shall not release Tenant from anyfuture duty or obligation under this Lease.

E. In the event of any termination of this Lease under the provisions ofSection B hereof or in the event that Landlord shall re-enter theDemised Premises under the Provisions of Section D hereof, Tenant willpay to Landlord as liquidated damages and not as a penalty, at theelection of Landlord, either:

(i) a sum which is equal to the excess, if any, discounted at eight (8%)percent per annum, of (x) the full amount of Rent reserved under thisLease for the balance of the unexpired portion of the original Term, ora Renewal Term, as applicable and the additional rents and other chargesor sums payable by Tenant hereunder which would have been payable hadthe Lease not so terminated, over (y) the aggregate rental value of thePremises for the same period considered on a net rental basis, such sumto be immediately due in full upon such termination or re-entry; or

(ii) a sum which is equal to the aggregate of the Rent reserved underthis Lease for the balance of the unexpired portion of the original Termor Renewal Term, as applicable, and the additional rent and othercharges or sums payable by Tenant hereunder which would have beenpayable by Tenant hereunder had this Lease not so terminated, or hadLandlord not so re-entered the Demised Premises, payable upon the duedates specified herein following such termination or such re-entry anduntil the date for the expiration of the Original Term or such RenewalTerm, as applicable, as provided herein; provided, however, that ifLandlord shall relet the Demised Premises or any portion thereof duringsaid period, Landlord shall credit Tenant with any rents or otheramounts received by Landlord from such reletting.

If the Demised Premises or any part thereof shall be relet by Landlordfor the unexpired portion of the Lease Term, or any part thereof, beforepresentation of proof of such damages to any court, commission ortribunal, the amount of rent reserved upon such reletting shall, primafacie, be the fair and reasonable rental value for the Demised Premises,or part thereof, so relet during the term of the reletting.

In computing such liquidated damages under clause (ii), there shall beadded to the said deficiencies such reasonable expenses as Landlord mayincur in connection with any re-letting, including, without limitation,legal expenses, attorneys' fees and disbursements, brokerage fees andexpenses and for keeping or putting the Demised Premises in good orderand preparing the same for re-letting. Any suit brought to collect theamount of the Deficiency for any period shall not prejudice in any way aproceeding for any other period with respect to a deficiency. Landlord,at Landlord's option, may make such alterations, repairs, replacementsand/or decorations in the Demised Premises and advertise the same, asLandlord, in Landlord's reasonable judgment, considers advisable ornecessary for the purpose of re-letting the Demised Premises or any partthereof; and the making of such alterations and/or decorations, or anyother action by Landlord (except a written release executed andacknowledged by Landlord) shall not operate or be construed to releaseTenant from liability hereunder as aforesaid. Landlord shall not beobligated to re-let or attempt to re-let the Demised Premises or anypart or parts thereof and the failure of Landlord to re-let the DemisedPremises or any part or parts thereof or the failure of Landlord tocollect any rent due upon any re-letting shall not release or affectTenant's liability, for such liquidated damages or other damages. Suitor suits for the recovery of such liquidated damages, or any installmentthereof, may be brought by Landlord from time to time at its electionand nothing contained herein shall be deemed to require Landlord topostpone suit until the date when the Lease Term would have expired ifit had not been terminated under the provisions of Section B hereof, or,had Landlord not re-entered the Demised Premises under the provisions ofSection D hereof.

F. Nothing herein contained shall be construed as limiting or precludingthe recovery by Landlord against Tenant of any sums or damages to which,in addition to the damages specifically set forth in the foregoingSections, Landlord may lawfully be entitled by reason of the occurrenceof any Event of Default hereunder.

G. Mention in this Lease of any particular remedy shall not precludeLandlord from any other remedy, in law or in equity. The specificremedies to which Landlord may resort under the terms of this Lease arecumulative and are not intended to be exclusive of any other remedies ormeans of redress to which it may be lawfully entitled in case of anybreach or threatened breach of any provisions of this Lease; and theexercise by Landlord of any one or more of the rights or remediesprovided for in this Lease or now or hereafter existing at law or inequity or by statute or otherwise shall not preclude the simultaneous orlater exercise by Landlord of any or all other rights or remediesprovided for in this Lease or now or hereafter existing at law or inequity or by statute or otherwise.

XIX. LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT

If Tenant shall default in the payment, performance or observance of anyagreement or condition in this Lease contained on its part to be paid,performed or observed and shall not cure such default within ten (10)days after notice from Landlord specifying the default (except that nonotice shall be required in an emergency, as reasonably determined byLandlord), or shall not within said period commence to cure such defaultand thereafter prosecute the curing of such default to completion withdue diligence, Landlord may, at its option, at any time thereafter curesuch default for the account of Tenant, and any amount paid or anycontractual liability incurred by Landlord in so doing shall be deemedpaid or incurred for the account of Tenant, and Tenant agrees to saveLandlord harmless therefrom and to reimburse Landlord in the amount soincurred by Landlord, including all reasonable expenses incurred inconnection therewith, including, without limitation, reasonableattorney's fees and disbursements, together with interest on all saidamounts at the Interest Rate, from the date(s) incurred by Landlorduntil the date repaid by Tenant, and all such amounts shall be deemed tobe additional rent hereunder, and shall be paid by Tenant to Landlord ondemand.

XX. WAIVERS

The failure of Landlord to insist in any one or more cases upon thestrict performance of any of the conditions, terms, or covenants of thisLease shall not be construed as a waiver or relinquishment for thefuture of such or any other covenants, conditions or terms. The receiptby Landlord of any Rent, additional rent or other sum payable hereunderwith knowledge of the breach of any covenant or agreement contained inthis Lease shall not be deemed a waiver of such breach, and no waiver byLandlord of any provision of this Lease shall be deemed to have beenmade unless expressed in writing and signed by Landlord. Landlord shallbe entitled, to the extent permitted by applicable law, to injunctiverelief in case of the violation, or attempted or threatened violation,of any covenant, agreement, condition or provision of this Lease or to adecree compelling performance of any covenant, agreement, condition orprovision of this Lease, or to any other remedy allowed to Landlord bylaw.

XXI. SUBORDINATION

A. This Lease, and the lien hereof, and the rights of Tenant hereunder,are and shall be subject and subordinate in all respects to the lien ofall present and future (a) ground leases, master leases, underlyingleases, or grants of term of the Land and the Improvements or anyportion thereof (collectively, including the applicable items set forthin subsection (c) below “Superior Lease”), (b) mortgages, deeds oftrust, building loan agreements, and spreader and consolidationagreements (collectively, including the applicable items set forth insubsection (c) below, “Superior Mortgage”), and (c) all renewals,modifications, replacements, supplements, substitutions and extensionsthereof, irrespective of the time of execution or time of recording ofany Superior Lease or Superior Mortgage, provided that the holder of anysuch Superior Lease or Superior Mortgage (being hereinafter respectivelyreferred to as “Superior Lessor” and “Superior Mortgagee”) shall enterinto a Non-Disturbance and Attornment Agreement with Tenant on termssubstantially as set forth in Paragraph B below.

B. Landlord and Tenant agree that the Non-Disturbance and AttornmentAgreement referred to in Paragraph A above shall provide that upon thetermination of the Superior Lease or foreclosure of the SuperiorMortgage, this Lease shall continue in full force and effect as a directlease between such Superior Lessor or Superior Mortgagee and Tenant inaccordance with all of the terms thereof, including, without limitation,then unexercised rights to Renewal Terms and Tenant shall attorn to suchSuperior Lessor or Superior Mortgagee and this Lease shall continue infull force and effect upon all of the terms of this Lease except thatsuch Superior Mortgagee or Superior Lessor shall not be (a) liable forany previous act or omission or negligence of Landlord under this Lease;(b) subject to any counterclaim, defense or offset, which theretoforeshall have accrued to Tenant against Landlord; or (c) bound by anyprevious modification or amendment of this Lease or by any previousprepayment of more than one month's Rent, unless such modification orprepayment shall have been approved in writing by the Superior Lessor orthe Superior Mortgagee, but this clause (c) shall be operative only ifTenant shall have been furnished with the name and address of theSuperior Lessor or Superior Mortgagee before such prepayment ormodification is made.

XXII. EXCULPATION

A. Neither Landlord, nor any partner, trustee, shareholder, officer ordirector of Landlord shall have any personal liability under this Lease.Tenant shall look only to Landlord's estate in the Demised Premises forthe satisfaction of Tenant's remedies for the collection of a judgment(or other judicial process) requiring the payment of money by Landlordin the event of any default by Landlord hereunder, and no other propertyor assets of Landlord or its shareholders, trustees, partners orprincipals, disclosed or undisclosed, or its officers or directors,shall be subject to levy, execution or other enforcement procedure forthe satisfaction of Tenant's remedies under or with respect to thisLease, the relationship of Landlord and Tenant hereunder or Tenant's useor occupancy of the Demised Premises.

B. The term “Landlord” shall mean only the owner at the time in questionof the Demised Premises, or of a lease of the Demised Premises, so thatin the event of any transfer or transfers of title to the DemisedPremises, or of Landlord's interest in a lease of the Demised Premises,the transferor shall be and hereby is relieved and free of allobligations of Landlord under this Lease accruing from and after thedate of such transfer, and it shall be deemed, without furtheragreement, that such transferee has assumed and agreed to perform andobserve all of the obligations of Landlord set forth herein during theperiod it is the holder of Landlord's interest under this Lease;provided, however, that any such Landlord transferor shall continue tobe responsible to Tenant for matters arising prior to the transfer ofthis Lease to the extent of any sole proceeds received by any suchLandlord transferor either as a result of a sale of the Demised Premisesor an assignment of the Lease.

C. If in this Lease it is provided that Landlord's consent or approvalas to any matter will not be unreasonably withheld, and it isestablished by a court or body having final jurisdiction thereover thatLandlord has been unreasonable, the only effect of such finding shall bethat Landlord shall be deemed to have given its consent or approval; butLandlord shall not be liable to Tenant in any respect for money damagesby reason of withholding its consent.

XXIII. DELAYS

In any case where Tenant is required to do any act (other than make apayment of money), delays caused by or resulting from Acts of God, war,civil commotion, fire or other casualty, labor difficulties, generalshortages of labor, materials or equipment, government regulations orother causes beyond Tenant's reasonable control shall not be counted indetermining the time when the performance of such act must be commencedand/or completed, whether such time be designated by a fixed time, afixed period of time or a “reasonable time”.

XXIV. BROKERS

A. Each of Landlord and Tenant represents that it has, dealt with noreal estate broker in connection with this transaction other than J.Scott Harrison of J. Scott Harrison & Co. and Ted Murray of PCA RealtyCorporation (collectively, the “Broker”) and Tenant shall pay anycommission of the Broker pursuant to a separate agreement. Tenant herebyindemnifies, defends and holds Landlord harmless from and against anyand all losses, damages, costs (including reasonable attorneys' fees andexpenses), causes of action, suits or judgments of any nature arisingout of any claims or demands asserted by any broker, agent or finder,licensed or otherwise, including, without limitation, the Broker,claiming to have acted on behalf of Tenant in connection with thistransaction. Landlord hereby indemnifies, defends and holds Tenantharmless from and against any and all losses, damages, costs (includingreasonable attorneys' fees and expenses), causes of action, suits orjudgments of any nature arising out of any claims or demands asserted byany broker, agent, or finder, licensed or otherwise, other than theBroker, claiming to have acted on behalf of Landlord in connection withthis transaction.

B. The provisions of this Article XXIV shall survive the expiration orsooner termination of this Lease.

XXV. LANDLORD'S RIGHT TO INSPECT

Landlord or Landlord's agents shall have the right to enter the DemisedPremises at all reasonable times, upon one days' prior notice, except inan emergency, to inspect or examine the same (including environmentalinspections), to show them to prospective purchasers, mortgagees or,during the last twenty four months of the term hereof or after an Eventof Default of Tenant hereunder, lessees of the Demised Premises, and tomake such repairs, alterations, improvements or additions as Landlordmay elect to perform following Tenant's failure to make repairs orperform any work which Tenant is obligated to perform under this Leaseand the elapsing of any grace period after notice as provided for hereinand Landlord shall be allowed to take all material into and upon theDemised Premises that may be required therefor without the sameconstituting an eviction or constructive eviction of Tenant in whole orin part and the Rent shall in no wise abate while said decorations,repairs, alterations, improvements, or additions are being made. Exceptin an emergency, Tenant and Landlord shall not enter any area whichTenant reasonably designates as a security area where Tenant stores, orwhich contains valuable or proprietary items, without being accompaniedby a representative of Tenant, unless such representative is not madeavailable after request by Landlord. Nothing herein contained, however,shall be deemed or construed to impose upon Landlord any obligation,responsibility or liability whatsoever, for the care, supervision orrepair of the Demised Premises or any part thereof.

XXVI. ESTOPPEL CERTIFICATES

Landlord or Tenant, promptly upon request of the other (or sublesseehereunder, in the case of Landlord), shall execute, acknowledge anddeliver to the other (or any sublessee hereunder, in the case ofLandlord), a certificate of Landlord or Tenant, as the case may be,certifying (a) that the copy of this Lease which is annexed to suchcertificate is a true and correct copy of same, is unmodified and Infull force and effect (or, if there have been modifications, that thisLease is in full force and effect, as modified, and stating the date ofeach instrument so modifying this Lease), (b) the dates to which Rentand Taxes due hereunder have been paid, and (c) whether, to the bestknowledge of each signer, any default exists hereunder (or, in the caseof a request by any sublessee, under the applicable sublease) and, ifany such default exists, specifying the nature and period of existencethereof and what action Landlord or Tenant, as the case may be, istaking or proposes to take with respect thereto and whether noticethereof has been given to the other party. Any certificate requiredunder this Article may be relied upon by a prospective purchaser,mortgagee or other transferee of Landlord's or (subject to theprovisions of Article XVI) Tenant's interest under this Lease.

XXVII. FEES AND EXPENSES

Tenant covenants and agrees that in case Landlord shall be made a partyto any litigation commenced against Tenant, then Tenant shall pay allexpenses, costs and reasonable attorneys' fees and disbursementsincurred by or imposed on Landlord by or in connection with suchlitigation, and Tenant shall also pay all costs, expenses and reasonableattorneys' fees and disbursements which may be incurred or paid byLandlord in any successful action (which shall include a settlement ofany action in which Landlord receives a benefit) to enforce thecovenants and agreements of this Lease, and all such expenses, costs andreasonable attorneys' fees and disbursements when paid by Landlord shallbecome at once a valid lien upon the improvements at any time situatedon or in the Demised Premises and upon the leasehold estate herebycreated, and shall be paid as additional rent hereunder, together withinterest thereon at the Interest Rate from the date of payment byLandlord until the date repaid by Tenant, and shall be paid by Tenant toLandlord on demand.

XXVIII. RENT CONTROL

If at any time or times during the Lease Term the Rent and/or additionalrent reserved in this Lease shall not be fully collectible by reason ofany legal requirement (“Rent Control Law”), then Tenant shall enter intosuch agreement(s) and take such other steps as Landlord may legallyrequest to enable Landlord to collect the maximum rents which may, fromtime to time during the continuance of such legal rent restriction, belegally permissible (but not in excess of the amounts reserved underthis Lease). Upon the termination of such legal rent restriction, (a)the rents shall become and thereafter be payable in accordance with theamounts reserved herein for the periods following such termination and(b) Tenant shall pay to Landlord, to the maximum extent legallypermissible, an amount equal to (i) the rents which would have been paidpursuant to this Lease but for such legal rent restriction less (ii) therents and payments in lieu of rents paid by Tenant during the periodsuch legal restriction was in effect. Further, and notwithstandinganything contained in this Lease to the contrary, if any Rent ControlLaw is in effect either (a) at the time Tenant exercises its right torenew the Original Term or any Renewal Term of this Lease or (b) on thelast day of the then Lease Term, then Tenant's exercise of its renewalright shall not be effective if Landlord is unable to collect the Rentin accordance with Article IV hereof on account of such Rent Control Lawand, in such event, this Lease shall terminate at the expiration of thethen current Lease Term as if the renewal right had not been exercised.The foregoing notwithstanding, Tenant shall have the right to exerciseits renewal right if Tenant agrees to pay to Landlord an amountequivalent to the Rent and additional rent which would be due duringsuch Renewal Term and Landlord agrees to cooperate with Tenant inagreeing upon such alternative method of payment.

XXIX. NO MERGER OF TITLE

There shall be no merger of this Lease or the leasehold estate createdby this Lease with any other estate or interest in the Demised Premisesor any part thereof by reason of the fact that the same person, firm,corporation or other entity may acquire or own or hold, directly orindirectly (a) this Lease or the leasehold estate created by this Leaseor any interest in this Lease or in any such leasehold estate, and (b)any such other estate or interest in the Demised Premises or any partthereof, and no such merger shall occur unless and until all persons,firms, corporations, and other entities having an interest (including asecurity interest) in (i) this Lease or the leasehold estate created bythis Lease and (ii) any such other estate or interest in the DemisedPremises or any part thereof, shall join in a written instrumenteffecting such merger and shall duly record the same.

XXX. SURRENDER; HOLDING OVER

A. Tenant shall surrender the Demised Premises to Landlord upon theexpiration or sooner termination of this Lease, vacant and broom cleanand in at least the condition as same had been upon the execution anddelivery hereof, reasonable wear and tear excepted and subject to anydamage by fire or other casualty or condemnation which Tenant is notrequired to repair under Articles XIV and XV of this Lease or whichrepair is not completed prior to the expiration or termination of thisLease. Tenant acknowledges that possession of the Demised Premises mustbe surrendered to Landlord at the expiration or sooner termination ofthis Lease. Tenant agrees to indemnify and save Landlord harmless fromand against all cost, claim, loss or liability resulting from delay byTenant in so surrendering the Demised Premises, including, withoutlimitation, any claims made by any succeeding Tenant founded on suchdelay. The parties recognize and agree that the damage to Landlordresulting from any failure by Tenant to timely surrender possession ofthe Demised Premises as aforesaid may be extremely substantial, mayexceed the amount of Rent and additional rent theretofore payablehereunder, and will be impossible to accurately measure. Tenanttherefore agrees that if possession of the Demised Premises is notsurrendered to Landlord within 24 hours after the date of the expirationor sooner termination of the this Lease, Tenant shall pay to Landlordfor each month and for each portion of any month during which Tenantholds over in the Premises after the expiration or sooner termination ofthis Lease, a sum equal to three (3) times the aggregate of that portionof the annual Rent which was payable under this Lease during the lastmonth of the Lease Term. In the event of any holding over, Tenant shallalso pay any additional rent which would have been payable under theterms of the Lease attributable to any such period of holding over,including Taxes. Nothing herein contained shall be deemed to permitTenant to retain possession of the Demised Premises after the expirationor sooner termination of this Lease. The aforesaid provisions of thisSection shall survive the expiration or sooner termination of thisLease.

B. If Tenant or anyone claiming under Tenant shall remain in possessionof the Demised Premises or any part thereof after the expiration of theLease Term without any agreement in writing between Landlord and Tenantwith respect thereto, prior to acceptance of rent by Landlord, theperson remaining in possession shall be deemed a Tenant at sufferance;and after acceptance of rent by Landlord, the person remaining inpossession shall be deemed a Tenant from month to month subject to theprovisions of this Lease insofar as the same may be made applicable to atenancy from month to month. The aforesaid provisions of this Sectionshall survive the expiration or sooner termination of this Lease.

XXXI. NOTICES

Any notice and other communication given pursuant to the provisions ofthis Lease shall be in writing and shall be given by delivery by anationally recognized courier service such as Federal Express, andexcept as may be expressly otherwise provided in this Lease, any suchnotice or other communication, shall be deemed given when so deliveredto the addressee thereof or rejected by the addressee. If sent toLandlord, the same shall be delivered to Landlord, do Realty Holdings ofAmerica, 1370 Avenue of the Americas, 33rd Floor, New York, N.Y. 10019,Attn: Mr. Sanford Herrick; with a copy to Proskauer, Rose, Goetz &Mendelsohn, 300 Park Avenue, New York, N.Y. 10022, Attn: Herbert T.Weinstein, Esq.; and if sent to Tenant the same shall be delivered at4900 Oak Street, Kansas City, Mo. 64112; with a copy to Paul, Weiss,Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, N.Y.10019, Attn: Walter F. Leinbardt, Esq. Either party may change itsaddress for notices by giving notice of such change to the other partyby notice given in the manner herein provided.

XXXII. QUIET ENJOYMENT

Upon Tenant's paying the Rent, additional rent and all other sumspayable by Tenant hereunder and performing and observing all of theother agreements and conditions on its part to be performed and observedhereunder, Tenant shall and may peaceably and quietly have, hold andenjoy the Demised Premises and all rights of Tenant hereunder during theLease Term without any manner of hindrance or molestation by Landlord,or anyone claiming by, through or under Landlord.

XXXIII. AFFIRMATIVE WAIVERS

A. Tenant an behalf of itself and any and all persons claiming throughor under Tenant, does hereby waive and surrender all right and privilegewhich it, they or any of them might have under or by reason of anypresent or future law, to redeem the Demised Premises or to have acontinuance of this Lease after being dispossessed or ejected therefromby process of law or under the terms of this Lease or after thetermination of this Lease as provided in this Lease.

B. If Tenant is in arrears in payment of Rent or additional rent, Tenantwaives Tenant's right, if any, to designate the items to which anypayments made by Tenant are to be credited, and Tenant agrees thatLandlord may apply any payments made by Tenant to such items as Landlordsees fit, irrespective of and notwithstanding any designation or requestby Tenant as to items to which any such payment shall be credited.

C. Landlord and Tenant each hereby waives trial by jury in any action,proceeding or counterclaim brought by either against the other on anymatter whatsoever arising out of or in any way connected with thisLease, the relationship of Landlord and Tenant, Tenant's use oroccupancy of the Demised Premises, including, without limitation, anyclaim of injury or damage, and any emergency and other statutory remedywith respect thereto.

D. Tenant shall not interpose any counterclaim of any kind in any actionor proceeding commenced by Landlord to recover possession of the DemisedPremises or for non-payment other than counterclaims which, if notasserted, would be waived.

XXXIV. INTERPRETATION

It is agreed that if any provision of this Lease or the application ofany provision to any person or any circumstance shall be determined tobe invalid or unenforceable, then such determination shall not affectany other provisions of this Lease or the application of said provisionto any other person or circumstance, all of which other provisions shallremain in full force and effect. This Lease shall be construed withoutregard to any presumption or other rule requiring construction againstthe party who caused this Lease to be drafted.

XXXV. NO REPRESENTATIONS OR MODIFICATIONS

Landlord and Tenant expressly acknowledge and agree that neither hasmade and is not making, and neither, in executing and delivering thisLease, is relying upon, any warranties, representations, promises orstatements of the other, except to the extent that the same areexpressly set forth in this Lease. All understandings and agreementsheretofore had between the parties are merged in this Lease, which alonefully and completely expresses the agreement of the parties and which isentered into after full investigation, neither party relying upon anystatement or representation not embodied in this Lease. This Lease shallnot be modified in any way except by a writing subscribed by bothparties.

XXXVI. RECORDING

Landlord and Tenant agree that a memorandum or notice of this Lease inthe form annexed hereto and made a part hereof as Schedule B shall beexecuted at the time of the execution of this Lease and may be recordedby either party at Tenant's expense.

XXXVII. HEADINGS

The headings of the various-Articles and Schedules of this Lease areused only as a matter of convenience, and for reference, and are not tobe considered a part of this Lease or to be used in determining orconstruing the intent of the parties to this Lease.

XXXVIII. SUCCESSORS AND ASSIGNS

The agreements and conditions in this Lease contained on the part ofLandlord to be performed and observed shall be binding upon Landlord andits heirs, legal representatives, successors and assigns, and shallenure to the benefit of Tenant and its heirs, legal representatives,successors and permitted assigns; and the agreements and conditions onthe part of Tenant to be performed and observed shall be binding uponTenant and its heirs, legal representatives, successors and permittedassigns and shall enure to the benefit of Landlord and its heirs, legalrepresentatives, successors, and assigns.

XXXIX. ESCROW

A. Proskauer, Rose, Goetz & Mendelsohn shall be the escrow agent(“Escrow Agent”) hereunder. The Escrow Agent shall perform the functionsof Escrow Agent in accordance with the provisions of this Article.

B. Simultaneously with the execution and delivery hereof, Tenant shalldeposit the sum of Ninety-four Thousand Six Hundred Dollars ($94,600)(the “Deposit”) in escrow with the Escrow Agent, which deposit shall beheld and disbursed by the Escrow Agent in accordance with this Lease andthe following additional provisions:

(a) The Deposit shall be held in an interest bearing account, interestto follow the principal.

(b) The Deposit shall be disbursed to Landlord upon notice to the EscrowAgent from Landlord that Tenant has not complied with its obligationsunder Article XIII(F) hereof, and that Landlord has incurred expenses asprovided in said Article XlII(F) without the necessity for any furtherauthorization or documentation.

(c) The Deposit shall be disbursed to Tenant upon notice to the EscrowAgent from Tenant, given not earlier than the first anniversary date ofthis Lease, that Tenant has complied with its obligations under ArticleXII l(F) hereof.

(d) If the Escrow Agent shall receive a written notice signed by bothLandlord and Tenant authorizing and directing delivery of the Deposit,then the Escrow Agent shall deliver the Deposit to the authorizedrecipient.

(e) If the Escrow Agent shall receive a written notice from Landlord orTenant as set forth in subparagraphs (b) and (c) above, claiming thatthe party delivering such notice is entitled to the Deposit, the EscrowAgent shall promptly deliver written notice (“Escrow Agent's Notice”)thereof to the other party, and unless such other party shall havedelivered a written notice of objection to the Escrow Agent within ten(10) days after receipt by such other party of the Escrow Agent'sNotice, the Escrow Agent shall deliver the Deposit to the partyinitially requesting it.

(f) If (i) the Escrow Agent shall have received a notice of objection asprovided for in subparagraph (e) above within the time thereinprescribed, or (ii) any disagreement or dispute shall arise betweenLandlord and Tenant resulting in adverse claims and demands being madefor the Deposit, whether or not litigation has been instituted, then, inany such event, at the Escrow Agent's option (x) the Escrow Agent mayrefuse to comply with any claims or demands on it and continue to holdthe Deposit until the Escrow Agent receives written notice signed byLandlord and Tenant directing the disbursement of the Deposit inaccordance with said direction, and the Escrow Agent shall not be orbecome liable in any way or to any persons for its refusal to complywith any claims or demands; or (y) if the Escrow Agent shall receive awritten notice advising that a litigation over entitlement to theDeposit has been commenced, the Escrow Agent may deposit the Depositwith the clerk of the court in which said litigation is pending; or (z)the Escrow Agent, upon notice to the parties, may (but shall not berequired to) take such affirmative steps as it may, at its option, electin order to substitute another impartial party to hold the Deposit andto terminate its duties as Escrow Agent, including, but not limited to,the deposit of the Deposit in a court of competent jurisdiction and thecommencement of an action of interpleader, the costs and expensesthereof, including, without limitation, reasonable attorney's fees anddisbursements to be borne by whichever of Landlord or Tenant is thelosing party and thereupon the Escrow Agent shall be released of andfrom all liability.

C. Upon the taking by the Escrow Agent of any final action permitted bythis Article, the Escrow Agent shall be released of and from allliability hereunder except for any gross negligence or willful default.Except as otherwise provided herein, all costs and expenses incurred bythe Escrow Agent in performing its duties as the Escrow Agent,including, without limitation, attorneys' fees and disbursements (eitherpaid to retained attorneys or amounts representing the fair value oflegal services rendered to or for itself) shall be borne by Tenantexcept that all such costs and expenses shall be borne by the losingparty in any litigation brought in connection with such Deposit.

D. The Escrow Agent acts hereunder as a depositary only and is notresponsible or liable in any manner whatsoever for (i) the sufficiency,correctness, genuineness, collection or validity of any instrumentdeposited with it, (ii) the form of execution of such instruments, (iii)the identity, authority or rights of any person executing or depositingthe same, or (iv) the terms and conditions of any instrument pursuant towhich the parties may act, except for its gross negligence or willfuldefault.

E. The Escrow Agent shall not have any duties or responsibilities exceptthose set forth in this Article, and shall not incur any liability inacting upon any signature, notice, request, waiver, consent, receipt orother paper or document believed by the Escrow Agent to be genuine, andthe Escrow Agent may assume that any person purporting to give it anynotice on behalf of any party in accordance with the provisions hereofhas been duly authorized to do so, except that this will not relieve theEscrow Agent of liability for its gross negligence or willful default.

F. Notices to and from the Escrow Agent shall be given as provided inArticle XXXI hereof and shall be given to Herbert T. Weinstein, Esq. TheEscrow Agent is made a signatory to this Lease only for the purpose ofagreeing to those provisions relating to it as the Escrow Agent, whichprovisions hereby constitute an escrow agreement between the partieshereto and the Escrow Agent.

G. The Escrow Agent may resign at any time by giving 30 days' notice ofsuch resignation to Landlord and Tenant. Thereafter, the Escrow Agentshall have no further obligations hereunder except to hold the EscrowFund as depository. In such event, the Escrow Agent shall not take anyaction until Landlord and Tenant have jointly appointed a successorEscrow Agent by notice to the Escrow Agent in the manner set forth inArticle XXXI hereof. Upon receipt of written notice from Landlord andTenant, the Escrow Agent shall promptly turn over the Escrow Fund to thesuccessor Escrow Agent. The Escrow Agent shall thereafter have nofurther obligations hereunder.

H. The Escrow Agent shall perform only the duties expressly set forthherein. No other duties shall be inferred from this Lease, and theEscrow Agent shall not be required to refer to, or examine, any otherinstrument or document except as specifically provided for in thisArticle.

I. The Escrow Agent shall be deemed to have no notice of, or duties withrespect to, any agreement or agreements (whether or not a copy thereofis delivered to the Escrow Agent), other than as expressly set forth inthis Article. The Escrow Agent may disregard any notice to it unlessexpressly provided for in this Article.

J. The Escrow Agent may consult with counsel (including members andemployees of the Escrow Agent) and shall be fully protected with respectto any action taken or omitted by it in good faith on advice of suchcounsel. The fees and disbursements of such counsel shall be promptlypaid by the parties pursuant to the provisions of Paragraph 0 below. Inno event shall the Escrow Agent have any liability under this Leaseexcept for its own willful misconduct or gross negligence.

K. The Escrow Agent shall not be bound by any modification of thisLease, including, without limitation, any modification of this Article;unless such modification is in writing and signed by both Landlord andTenant, and the Escrow Agent shall have given its prior written consentthereto.

L. The Escrow Agent shall not take any action by reason of any noticegiven by Landlord or Tenant or by any other person, firm or corporation,except only (i) such notices as are herein specifically provided for inthis Article, and (ii) such instructions as are pursuant to orders orprocess of any court entered or issued with competent jurisdiction.

M. In the event that any of the terms and provisions of any otherArticle of this Lease or any other agreement between Landlord and Tenantconflict or are in consistent with any of the terms and provisions ofthis Article, the terms and provisions of this Article shall govern andcontrol in all respects as to the duties and liabilities of the EscrowAgent.

N. Nothing herein shall preclude the Escrow Agent, in its capacity as alaw firm, from representing Landlord or its partners or any affiliatesthereof.

O. Landlord and Tenant hereby jointly and severally agree to indemnifyand hold harmless the Escrow Agent from and against any and all losses,expenses (including, without limitation, reasonable fees anddisbursements of counsel, including fees and disbursements of the EscrowAgent in its capacity as a law firm), assessments, liabilities, claims,damages, actions, suits or other charges incurred by or assessed againstit for anything done or omitted by it in the performance of its dutieshereunder, except as a result of its own willful misconduct or grossnegligence. The agreements contained in this subparagraph survive anytermination of this Lease or the Escrow Agent's duties hereunder.

XL. DEVELOPMENT RIGHTS

Tenant hereby waives any and all rights it may possess in and to anyzoning, development or air rights affecting the Demised Premises.Landlord may (i) sell, transfer, encumber or otherwise dispose of anyand all zoning, development or air rights it may have in respect to (orwhich may be appurtenant or attributable to) the Demised Premises; (ii)merge the Land with any other zoning lot; and (iii) grant easements forlight and air with respect to or affecting the Demised Premises, all ofthe foregoing without Tenant's consent, approval or waiver. Further, itis agreed that Tenant shall not have any interest in or right to disposeof such zoning, development or air rights. Tenant agrees to execute anddeliver to Landlord within five (5) days of Landlord's request, astatement confirming the aforesaid. Tenant hereby appoints Landlord asTenant's attorney-in-fact for the purpose of executing any instrumentconfirming that Tenant has no interest in or right to the zoning,development or air rights relating to the Improvements or the Land. Theprovisions of this Article shall not be construed as depriving Tenant ofany rights necessary to allow Tenant to rebuild the Demised Premises asrequired or permitted pursuant to Articles XIV and XV of this Lease.

XLI. GOVERNING LAW

This Lease shall be governed by and construed in accordance with thelaws of the State of Missouri.

XLII. MODIFICATION, AMENDMENT, ETC.

Each and every modification and amendment of this Lease shall be inwriting and signed by Landlord and Tenant, and each and every waiver of,or consent to any departure from, any representation, warranty, covenantor other term or provision of this Lease shall be in writing and signedby the affected party thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to beexecuted as of the day and year first above written.

WITNESSES: LANDLORD: R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP By:U.S. Realty Capital Services Inc. General Partner By:             Its:               TENANT: OLD AMERICAN INSURANCE COMPANYBy:                 Its:                  Escrow Conditions agreed to:PROSKAUER, ROSE, GOETZ & MENDELSOHN By:                     Herbert T.Weinstein STATE OF ) )  ss: COUNTY OF )    On this      day of        ,1989, before me the subscriber, personally appeared          , to mepersonally known, who, being by me duly sworn, did depose and say thathe resides at              ; that he is the          of          , thecorporation described in and which executed the foregoing instrument;and that he signed his name thereto by order of the Board of Directorsand said, corporation.                   Notary Public STATE OF ) )  ss:COUNTY OF )    On this      day of        , 1989, before me thesubscriber, personally appeared          , to me personally known, who,being by me duly sworn, did depose and say that he resides at             ; that he is the          of          , the corporationdescribed in and which executed the foregoing instrument; and that hesigned his name thereto by order of the Board of Directors of saidcorporation.                   Notary Public

LEGAL DESCRIPTION JA54974 K

ALL THAT PART OF BLOCKS 2 AND 3, LAWNDALE, A SUBDIVISION IN KANSAS CITY,JACKSON COUNTY, MO., ACCORDING TO THE RECORDED PLAT THEREOF, ALL THATPART OF VACATED MCGEE STREET LYING BETWEEN SAID BLOCKS 2 AND 3 AND ALLOF THAT PART OF THE SOUTHEAST ¼ OF THE SOUTHWEST ¼ OF SECTION 29,TOWNSHIP 49, RANGE 33, IN SAID CITY AND COUNTY EMBRACED WITHIN THEFOLLOWING METES AND BOUNDS DESCRIPTION, TO-WIT: BEGINNING AT A POINT INTHE NORTH LINE OF LOT 1 IN SAID BLOCK 3, SAID POINT ALSO BEING IN THENORTH LINE OF SAID ¼ ¼ SECTION AND 347.92 FEET WEST OF THE NORTHEASTCORNER THEREOF, THENCE SOUTH ALONG A LINE 347.92 FEET WEST OF ANDPARALLEL TO THE EAST LINE OF SAID ¼ ¼ SECTION A DISTANCE OF 291 FEET;THENCE EAST ALONG A LINE 291 FEET SOUTH OF AND PARALLEL TO THE NORTHLINE OF SAID ¼ ¼ SECTION TO THE POINT OF INTERSECTION OF SAID LINE WITHA LINE DRAWN SOUTHEASTERLY IN A STRAIGHT LINE FROM A POINT IN THE NORTHLINE OF SAID ¼ ¼ SECTION WHICH IS 296.3 FEET WEST OF THE NORTHEASTCORNER THEREOF TO A POINT WHICH IS 331 FEET SOUTH OF THE NORTH LINE AND146.24 FEET WEST OF THE EAST LINE OF SAID ¼ ¼ SECTION; THENCESOUTHEASTERLY ALONG SAID LAST DESCRIBED LINE TO SAID POINT WHICH IS 331FEET SOUTH OF THE NORTH LINE AND 146.24 FEET WEST OF THE EAST LINE OFSAID ¼ ¼ SECTION; THENCE EAST ALONG A LINE 331 FEET SOUTH OF ANDPARALLEL TO THE NORTH LINE OF SAID ¼ ¼ SECTION 96.74 FEET TO THE POINTOF INTERSECTION OF SAID LINE WITH THE WEST LINE OF OAK STREET, AS NOWESTABLISHED; THENCE NORTH ALONG SAID WEST LINE OF OAK STREET 331 FEET TOA POINT IN THE NORTH LINE OF SAID ¼ ¼ SECTION; THENCE WEST ALONG THENORTH LINE OF SAID ¼ ¼ SECTION 298.42 TO THE POINT OF BEGINNING.

SCHEDULE A MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE is made and entered in this _ day of December,1989, by and between R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP, AConnecticut limited partnership (“Landlord”) and OLD AMERICAN INSURANCECOMPANY, (“Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant have entered into a Lease Agreement datedas of the _ day of December, 1989, for lease of real estate described onExhibit “A” attached hereto and made a part hereof; and

WHEREAS, Landlord and Tenant are executing this Memorandum as evidenceof the existence of the Lease Agreement.

NOW, THEREFORE, in consideration of One and No/100 Dollars ($1.00) andother valuable consideration, as more fully set forth in the LeaseAgreement, Landlord has leased, rented, let and demised to Tenant andTenant has taken and hired from Landlord the property described onExhibit “A” for the period commencing on Dec. 29, 1989 and ending Dec.31, 2009, with provisions for said term to be extended for up to anadditional ten (10) years, unless such term is sooner terminated asprovided in said Lease.

R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP A Connecticut LimitedPartnership By: U.S. REALTY CAPITAL SERVICES INC., Its General CorporatePartner By:              Title:                    LANDLORD OLD AMERICANINSURANCE COMPANY, A Missouri Corporation By:             Title:                    TENANT SCHEDULE B STATE OF ) )  ss: COUNTY OF)    On this      day of December, 1989, before me, a notary public,personally appeared          , to me known to be the person described inand who executed the foregoing instrument, and acknowledged that heexecuted the same as his free act and deed in his/her capacity as         of U.S. Realty Capital Services Inc., a general corporatepartner of R&S Kansas City Associates Limited Partnership, and theexecution thereof was authorized on behalf of the corporation as ageneral corporate partner of the partnership.    IN WITNESS WHEREOF, Ihave hereunto set my hand and affixed by official seal the day and yearlast above written.                   Notary Public My commissionexpires:               STATE OF ) )  ss: COUNTY OF )    On this      dayof December, 1989, before me, a notary public, personally appeared         , to me known to be the person described in and who executedthe foregoing instrument, and acknowledged that he executed the same ashis free act and deed, and the said             further declared that heis the           of Old American Insurance Company, a Missouricorporation, and the execution thereof was authorized on behalf of thecorporation.    IN WITNESS WHEREOF, I have hereunto set my hand andaffixed by official seal the day and year last above written.                  Notary Public My commission expires:              EXHIBIT A

LEGAL DESCRIPTION JA54974 K

ALL THAT PART OF BLOCKS 2 AND 3, LAWNDALE, A SUBDIVISION IN KANSAS CITY,JACKSON COUNTY, MO., ACCORDING TO THE RECORDED PLAT THEREOF, ALL THATPART OF VACATED MCGEE STREET LYING BETWEEN SAID BLOCKS 2 AND 3 AND ALLOF THAT PART OF THE SOUTHEAST ¼ OF THE SOUTHWEST ¼ OF SECTION 29,TOWNSHIP 49, RANGE 33, IN SAID CITY AND COUNTY EMBRACED WITHIN THEFOLLOWING METES AND BOUNDS DESCRIPTION, TO-WIT: BEGINNING AT A POINT INTHE NORTH LINE OF LOT 1 IN SAID BLOCK 3, SAID POINT ALSO BEING IN THENORTH LINE OF SAID ¼ ¼ SECTION AND 347.92 FEET WEST OF THE NORTHEASTCORNER THEREOF, THENCE SOUTH ALONG A LINE 347.92 FEET WEST OF ANDPARALLEL TO THE EAST LINE OF SAID ¼ ¼ SECTION A DISTANCE OF 291 FEET;THENCE EAST ALONG A LINE 291 FEET SOUTH OF AND PARALLEL TO THE NORTHLINE OF SAID ¼ ¼ SECTION TO THE POINT OF INTERSECTION OF SAID LINE WITHA LINE DRAWN SOUTHEASTERLY IN A STRAIGHT LINE FROM A POINT IN THE NORTHLINE OF SAID ¼ ¼ SECTION WHICH IS 296.3 FEET WEST OF THE NORTHEASTCORNER THEREOF TO A POINT WHICH IS 331 FEET SOUTH OF THE NORTH LINE AND146.24 FEET WEST OF THE EAST LINE OF SAID ¼ ¼ SECTION; THENCESOUTHEASTERLY ALONG SAID LAST DESCRIBED LINE TO SAID POINT WHICH IS 331FEET SOUTH OF THE NORTH LINE AND 146.24 FEET WEST OF THE EAST LINE OFSAID ¼ ¼ SECTION; THENCE EAST ALONG A LINE 331 FEET SOUTH OF ANDPARALLEL TO THE NORTH LINE OF SAID ¼ ¼ SECTION 96.74 FEET TO THE POINTOF INTERSECTION OF SAID LINE WITH THE WEST LINE OF OAK STREET, AS NOWESTABLISHED; THENCE NORTH ALONG SAID WEST LINE OF OAK STREET 331 FEET TOA POINT IN THE NORTH LINE OF SAID ¼ ¼ SECTION; THENCE WEST ALONG THENORTH LINE OF SAID ¼ ¼ SECTION 298.42 TO THE POINT OF BEGINNING.

EXHIBIT A MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE is made and entered into this _ day ofDecember, 1989, by and between R&S KANSAS CITY ASSOCIATES LIMITEDPARTNERSHIP, a Connecticut limited partnership (“Landlord”) and OLDAMERICAN INSURANCE COMPANY, (“Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant have entered into a Lease Agreement datedas of the _ day of December, 1989, for lease of real estate described onExhibit “A” attached hereto and made a part hereof; and

WHEREAS, Landlord and Tenant are executing this Memorandum as evidenceof the existence of the Lease Agreement.

NOW, THEREFORE, in consideration of One and No/100 Dollars ($1.00) andother valuable consideration, as more fully set forth in the LeaseAgreement, Landlord has leased, rented, let and demised to Tenant andTenant has taken and hired from Landlord the property described onExhibit “A” for the period commencing on Dec. 29, 1989 and ending Dec.31, 2009, with provisions for said term to be extended for up to anadditional ten (10) years, unless such term is sooner terminated asprovided in said Lease.

R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP A Connecticut LimitedPartnership By: U.S. Realty Capital Services Inc. Its General CorporatePartner By:              Title:                    LANDLORD OLD AMERICANINSURANCE COMPANY, A Missouri Corporation By:                Title:                       TENANT STATE OF ) )  ss: COUNTY OF )    Onthis      day of December, 1989, before me, a notary public, personallyappeared          , to me known to be the person described in and whoexecuted the foregoing instrument, and acknowledged that he executed thesame as his free act and deed in his/her capacity as          of U.S.Realty Capital Services Inc., a general corporate partner of R&S KansasCity Associates Limited Partnership, and the execution thereof wasauthorized on behalf of the corporation as a general corporate partnerof the partnership.    IN WITNESS WHEREOF, I have hereunto set my handand affixed by official seal the day and year last above written.                  Notary Public My commission expires:              STATE OF ) )  ss: COUNTY OF )    On this      day of December, 1989,before me, a notary public, personally appeared          , to me knownto be the person described in and who executed the foregoing instrument,and acknowledged that he executed the same as his free act and deed, andthe said          further declared that he is the        of Old AmericanInsurance Company, a Missouri corporation, and the execution thereof wasauthorized on behalf of the corporation.    IN WITNESS WHEREOF, I havehereunto set my hand and affixed by official seal the day and year lastabove written.                   Notary Public My commission expires:              LEGAL DESCRIPTION JA54974 K

LEGAL DESCRIPTION JA54974 K

ALL THAT PART OF BLOCKS 2 AND 3, LAWNDALE, A SUBDIVISION IN KANSAS CITY,JACKSON COUNTY, MO., ACCORDING TO THE RECORDED PLAT THEREOF, ALL THATPART OF VACATED MCGEE STREET LYING BETWEEN SAID BLOCKS 2 AND 3 AND ALLOF THAT PART OF THE SOUTHEAST ¼ OF THE SOUTHWEST ¼ OF SECTION 29,TOWNSHIP 49, RANGE 33, IN SAID CITY AND COUNTY EMBRACED WITHIN THEFOLLOWING METES AND BOUNDS DESCRIPTION, TO-WIT: BEGINNING AT A POINT INTHE NORTH LINE OF LOT 1 IN SAID BLOCK 3, SAID POINT ALSO BEING IN THENORTH LINE OF SAID ¼ ¼ SECTION AND 347.92 FEET WEST OF THE NORTHEASTCORNER THEREOF, THENCE SOUTH ALONG A LINE 347.92 FEET WEST OF ANDPARALLEL TO THE EAST LINE OF SAID ¼ ¼ SECTION A DISTANCE OF 291 FEET;THENCE EAST ALONG A LINE 291 FEET SOUTH OF AND PARALLEL TO THE NORTHLINE OF SAID ¼ ¼ SECTION TO THE POINT OF INTERSECTION OF SAID LINE WITHA LINE DRAWN SOUTHEASTERLY IN A STRAIGHT LINE FROM A POINT IN THE NORTHLINE OF SAID ¼ ¼ SECTION WHICH IS 296.3 FEET WEST OF THE NORTHEASTCORNER THEREOF TO A POINT WHICH IS 331 FEET SOUTH OF THE NORTH LINE AND146.24 FEET WEST OF THE EAST LINE OF SAID ¼ ¼ SECTION; THENCESOUTHEASTERLY ALONG SAID LAST DESCRIBED LINE TO SAID POINT WHICH IS 331FEET SOUTH OF THE NORTH LINE AND 146.24 FEET WEST OF THE EAST LINE OFSAID ¼ ¼ SECTION; THENCE EAST ALONG A LINE 331 FEET SOUTH OF ANDPARALLEL TO THE NORTH LINE OF SAID ¼ ¼ SECTION 96.74 FEET TO THE POINTOF INTERSECTION OF SAID LINE WITH THE WEST LINE OF OAK STREET, AS NOWESTABLISHED; THENCE NORTH ALONG SAID WEST LINE OF OAK STREET 331 FEET TOA POINT IN THE NORTH LINE OF SAID ¼ ¼ SECTION; THENCE WEST ALONG THENORTH LINE OF SAID ¼ ¼ SECTION 298.42 TO THE POINT OF BEGINNING.

EXHIBIT A

EXHIBIT A FIRST AMENDMENT TO LEASE—R & S KANSAS CITY ASSOCIATES LIMITEDPARTNERSHIP, LANDLORD AND OLD AMERICAN INSURANCE COMPANY, TENANT DATEDDEC. 29, 1989

WHEREAS, R & S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP, a ConnecticutLimited Partnership, having an address c/o Realty Holdings of America,1370 Avenue of the Americas, 33rd Floor, New York, N.Y. 10019(“Landlord”) and OLD AMERICAN INSURANCE COMPANY, a Missouri corporation,having an office at 4900 Oak Street, Kansas City, Mo. 64112 (“Tenant”)have executed a Lease dated Dec. 19, 1989; and

WHEREAS, The parties listed above hereby wish to amend the abovereferenced lease as provided by Article XLII.

NOW THEREFORE, as good and valuable consideration of this amendmentKANSAS CITY LIFE INSURANCE COMPANY, a Missouri Corporation, having anaddress of 3520 Broadway, Kansas City, Mo. 64111 (“Guarantor”) hasagreed to execute a separate Guaranty of OLD AMERICAN INSURANCECOMPANY'S obligations under the terms and conditions of the abovereferenced Lease, as amended by this First Amendment, the parties heretohereby agree to amend the above referenced Lease as follows:

Delete Article II, Subparagraphs (a) and (b) of the Lease in theirentirety.

IN WITNESS WHEREOF, The parties hereto have caused this First Amendmentto Lease to be executed in duplicate original form as of this _ day ofNovember, 1991.

TENANT LANDLORD: OLD AMERICAN INSURANCE COMPANY R&S KANSAS CITYASSOCIATES LIMITED By: U.S. Realty Capital Services, Inc., GeneralPartner By:                                    By:                                 Its: President Its:                                 STATE OF NEW YORK ) ) ss COUNTY OF NEWYORK ) On this          day of November, 1991, before me appeared                    , to me personally known, who being by me dulysworn, did say that he is the                      of U.S. REALTYCAPITAL SERVICES, INC., a corporation, and that the seal affixed to theforegoing instrument is the corporate seal of said corporation and thatsaid instrument was signed and sealed in behalf of said corporation byauthority of its Board of Directors, and said                                         acknowledged said instrument tobe the free act and deed of said corporation. IN WITNESS WHEREOF, I havehereunto set my hand and affixed my notarial seal at my office in KansasCity, Missouri, the day and year last above written.                                         Notary Public My commissionexpires:                                          STATE OF MISSOURI ) )ss COUNTY OF JACKSON ) On this          day of November, 1991, before meappeared                     , to me personally known, who being by meduly sworn, did say that he is the                      of OLD AMERICANINSURANCE COMPANY, a corporation, and that the seal affixed to theforegoing instrument is the corporate seal of said corporation and thatsaid instrument was signed and sealed in behalf of said corporation byauthority of its Board of Directors, and said                                         acknowledged said instrument tobe the free act and deed of said corporation. IN WITNESS WHEREOF, I havehereunto set my hand and affixed my notarial seal at my office in KansasCity, Missouri, the day and year last above written.                                         Notary Public My commissionexpires:                                         

EXHIBIT F FORM OF SERVICING AGREEMENT

SCRIBCOR, INC. Servicer and THE FIRST NATIONAL BANK OF CHICAGO, notpersonally, Owner Trustee SERVICING AGREEMENT Dated as of August 25,1995

ARTICLE I. 380 DEFINITIONS 380 Section 1.01. Definitions 380 ARTICLE II.380 REPRESENTATIONS, WARRANTIES AND 380 COVENANTS 380 Section 2.01.Representations, Warranties and Covenants 380 Section 2.02.Representations, Warranties and 382 Covenants of Owner Trustee ARTICLEIII. 384 SERVICING STANDARD AND SCOPE OF AUTHORITY 384 Section 3.01.Servicing Standard 384 Section 3.02. Scope of Servicer's Authority 385Section 3.03. Retention of Contractors 385 ARTICLE IV. 385 OBLIGATIONS385 Section 4.01. Obligations Generally 385 Section 4.02. CertificateDistribution Account 385 Section 4.03. Tenant Billing, Collection andService 386 Section 4.04. Financial and Legal Covenants 387 Section4.05. Maintenance of Hazard Insurance: Casualty 388 or CondemnationProceeds Section 4.06. Performance Monitoring 388 Section 4.07.Enforcement Proceedings 388 Section 4.08. Property Management 389Section 4.09. Casualty Services 390 Section 4.10. Condemnation Services391 Section 4.11. Required Tenancy 392 Section 4.12. Casualty LossTermination 392 ARTICLE V. 393 SERVICER COMPENSATION 393 Section 5.01.Basic Servicing Fee 393 Section 5.02. Additional Services 393 Section5.03. Monthly Statements 394 Section 5.04. No Recourse to Owner Trustee395 ARTICLE VI. 395 ADDITIONAL COVENANTS OF SERVICER 395 Section 6.01.No Liens 395 Section 6.02. Requirements of Trustee 396 ARTICLE VII. 396MISCELLANEOUS SERVICING MATTERS 396 Section 7.01. Fidelity Bond: Errorsand Omissions 396 Insurance Section 7.02. Liability Insurance 397Section 7.03. Employees and Independent Contractor 397 Status Section7.04. Annual Statement as to Compliance 398 Section 7.05. Access toCertain Documentation and 398 Information Section 7.06. Existence;Merger or Consolidation of, or 398 Assumption of the Obligations of theServicer Section 7.07. Servicer Not to Resign 399 Section 7.08. Transferor Delegation of Servicing 399 ARTICLE VIII. 401 DEFAULT 401 Section8.01. Events of Default 401 Section 8.02. Remedies 401 Section 8.03.Successor to Servicer 402 Section 8.04. Waiver of Defaults 403 Section8.05. Remedies Cumulative 403 Section 8.06. Owner Trustee's Right toCure 404 Section 8.07. Payment of Owner Trustee's Expenses 404 Section8.08. Indemnification 404 Section 8.09. Default by Owner Trustee 405ARTICLE IX. TERMINATION 405 Section 9.01. Termination 405 Section 9.02.Termination without Cause 405 Section 9.03. Rating Agency Confirmation406 ARTICLE X. 406 MISCELLANEOUS PROVISIONS 406 Section 10.01. GoverningLaw; Submission to Jurisdiction 406 Section 10.02. General InterpretivePrinciples 407 Section 10.03. Reproduction of Documents 408 Section10.04. Notices 408 Section 10.05. Severability of Provisions 409 Section10.06. Exhibits 409 Section 10.07. Counterparts: Assignment 410 Section10.08. Effect of Readings 410 Section 10.09. Other Agreements Superseded410 Section 10.10. Amendments 410 Section 10.11. Further Assurances 410Section 10.12. No Partnership 411 Section 10.13. Time is of the Essence411 Section 10.14. Drafting of Agreement 411 Section 10.15.Confidentiality 411 Section 10.16. References to Related Agreements 411

THIS SERVICING AGREEMENT (this “Agreement”), dated and effective as ofAug. 25, 1995, between SCRIBCOR, INC., an Illinois corporation(“Servicer”), and THE FIRST NATIONAL BANK OF CHICAGO, not personally,but solely as Trustee of the K.C. ABBE® 1995-1 Trust (“Owner Trustee”).

PRELIMINARY STATEMENT

A. Owner Trustee has acquired an estate for years in the Real Propertysubject to the terms of the Term Trust Agreement and the Lease andwishes to retain Servicer to provide certain services with respect tothe Real Property and the Lease as more fully described herein, andServicer desires to perform such services. The Certificateholdersconsent to such appointment by their acceptance of the Certificates.

B. In consideration of the mutual agreements herein contained, the OwnerTrustee and the Servicer hereby covenant and agree as set forth below.

ARTICLE I DEFINITIONS

Section 1.01. Whenever used in this Agreement, unless the contextotherwise requires, initially capitalized terms shall have the meaningsascribed to them in Appendix A hereto.

ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01. Representations, Warranties and Covenants. Servicer herebyrepresents and warrants to, and covenants with, Owner Trustee that, asof the date hereof, and, where specified herein, on a continuing basisthroughout the Term:

(a) Servicer is, and throughout the Term shall remain, a corporationduly organized, validly existing and in good standing under the laws ofthe State of Illinois and is and shall remain in compliance with thelaws of the state in which the Real Property is located to the extentnecessary to perform the Obligations of Servicer under this Agreement;

(b) Servicer has taken all necessary action to authorize the execution,delivery and performance of this Agreement by it, and has, andthroughout the Term will have, the full power and authority to execute,deliver and perform this Agreement and all transactions contemplated bythis Agreement to be performed by Servicer;

(c) Assuming the due authorization, execution and delivery of thisAgreement by Owner Trustee, this Agreement and all Obligations ofServicer are the legal, valid and binding obligations of Servicer,enforceable against Servicer in accordance with the terms of thisAgreement subject only to bankruptcy, reorganization, insolvency andother similar laws affecting the enforcement of creditors' rightsgenerally and the application of general principles of equity;

(d) Neither the execution and delivery of this Agreement or any relateddocuments executed by Servicer nor the fulfillment of or compliance withthe terms and conditions of this Agreement or any related documentsexecuted by Servicer, will conflict with or result in a breach of any ofthe terms, conditions or provisions of Servicer's charter or by-laws orany legal restriction or any material agreement or instrument to whichServicer is a party or by which it is bound, or constitute a default orresult in an acceleration under any of the foregoing, or result in theviolation of any law, rule, regulation, order, judgment or decree towhich Servicer or its property is subject;

(e) Servicer is experienced in all aspects of commercial real estatemanagement, operation and servicing, including, without limitation,those aspects falling within the scope of the Obligations, is fullyqualified to perform the Obligations hereunder and does not believe, nordoes it have any reason or cause to believe, that as of the date hereof,it cannot perform each and every obligation on its part hereunder to beperformed in accordance with the terms hereof;

(f) There is no litigation pending or, to Servicer's knowledge,threatened, against Servicer which, if determined adversely to Servicer,would adversely affect the execution, delivery or enforceability of thisAgreement, or the ability of Servicer to service the Real Propertyhereunder in accordance with the terms hereof or which would have amaterially adverse affect on the financial condition of Servicer;

(g) No consent, approval, authorization or order of any court orgovernmental agency or body is required for the execution, delivery andperformance by Servicer of, or compliance by Servicer with, thisAgreement, or the consummation by Servicer of the transactionscontemplated by this Agreement;

(h) To the best of Servicer's actual knowledge, neither this Agreementnor any statement, report or other document furnished or to be furnishedby Servicer pursuant to this Agreement or in connection with thetransactions contemplated herein contains any untrue statement of amaterial fact or omits to state a material fact necessary to make thestatements contained therein not misleading;

(i) Servicer has received and reviewed complete copies of the Term TrustAgreement and the Lease, and agrees that it shall (i) perform itsobligations under this Agreement in full compliance with such documentsand (ii) refrain from taking any actions which are prohibited by suchdocuments, unless in each case of (i) and (ii) above it shall obtain theprior written direction of Owner Trustee to the contrary; and

(j) Servicer has received a complete copy of the offering memorandumattached hereto as Exhibit A (the “Offering Memorandum”) and hasreviewed the Sections entitled: “SUMMARY OF THE OFFERING” and “THESERVICING AGREEMENT”, and the information in such Sections relating toand furnished by Servicer is true and correct in all material respectsand does not omit to state a material fact necessary to make theinformation contained therein not misleading.

Section 2.02. Representations, Warranties and Covenants of OwnerTrustee. Owner Trustee hereby represents and warrants to, and covenantswith,

Servicer that, as of the date hereof, as of the Closing Date and, wherespecified herein, on a continuing basis throughout the Term (or earlierresignation by the Term Trustee pursuant to the provisions of the TermTrust Agreement):

(a) The Owner Trustee is, and throughout the Term shall remain, dulyorganized, validly existing and in good standing under the laws of theUnited States of America and is and shall remain in or exempt fromcompliance with the laws of the state in which the Real Property islocated to the extent necessary to perform the Owner Trustee'sobligations under this Agreement;

(b) Owner Trustee has taken all necessary action to authorize theexecution, delivery and performance of this Agreement by it, and has,and throughout the Term (or earlier resignation by the Term Trusteepursuant to the provisions of the Term Trust Agreement) will have, thefull power and authority to execute and deliver this Agreement and alltransactions contemplated by this Agreement to be performed by OwnerTrustee;

(c) Assuming the due authorization, execution and delivery of thisAgreement by Servicer, this Agreement and all obligations of OwnerTrustee hereunder are the legal, valid and binding obligations of OwnerTrustee, enforceable against Owner Trustee in accordance with the termsof this Agreement subject only to bankruptcy, reorganization, insolvencyand other similar laws affecting the enforcement of creditors rightsgenerally and the application of general principles of equity;

(d) Neither the execution and delivery of this Agreement nor thefulfillment of or compliance with the terms and conditions of thisAgreement to be performed by Owner Trustee, will conflict with or resultin a breach of any of the terms, conditions or provisions of OwnerTrustee's charter or by-laws or any legal restriction or any agreementor instrument to which Owner Trustee is a party or by which it is bound,or constitute a default or result in an acceleration under any of theforegoing, or result in the violation of any law, rule, regulation,order, judgement or decree to which Owner Trustee is subject; and

(e) There is no litigation pending or, to Owner Trustee's ActualKnowledge, threatened, against Owner Trustee which, if determinedadversely to Owner Trustee, would adversely affect the execution,delivery or enforceability of this Agreement or the ability of OwnerTrustee to perform its obligations hereunder in accordance with theterms hereof or which would have a materially adverse affect on thefinancial condition of Owner Trustee.

ARTICLE III SERVICING STANDARD AND SCOPE OF AUTHORITY

Section 3.01. Servicing Standard. Servicer shall perform the Obligationsas required by the terms of this Agreement, the Term Trust Agreement andthe Lease, with reasonable care and in a manner consistent with prudentindustry standards for commercial property managers and servicers, andwith at least the same level of care, skill, prudence and diligence usedby Servicer in connection with, the servicing and administration ofsimilar assets by Servicer for its own account or for accounts of othersgiving due consideration to: (a) customary and usual property servicingand management practices of a prudent commercial property and assetmanager, (b) the restrictions placed on Servicer's practices as providedin this Agreement and (c) the limited scope of Servicer's Obligationshereunder (the “Servicing Standard”). Servicer shall at all times act inthe best interest of the Term Trust and without regard to (i) anyrelationship which Servicer or any Affiliate thereof may have with theTenant or any property contiguous with or related to the Real Property,(ii) Servicer's right to receive compensation for its services hereunderor with respect to any particular transaction, or (iii) the servicing ormanagement for other Persons by Servicer of any other assets similar tothe Real Property.

Section 3.02. Scope of Servicer's Authority. Servicer shall perform itsobligations strictly in accordance with the terms of this Agreement andshall not take any actions which are not expressly authorized, or areprohibited, by an express provision of this Agreement, the Term TrustAgreement or the Lease. It is not contemplated by this Agreement thatServicer shall be delegated, or shall have any need to be delegated, anysubstantial discretionary authority by Owner Trustee in the course ofServicer's performance of the obligations, except as expressly providedin this Agreement.

Section 3.03. Retention of Contractors. Except as otherwise expresslyprovided herein, Servicer shall have no authority to retain Contractorsfor the performance of its Obligations.

ARTICLE IV OBLIGATIONS

Section 4.01. Obligations Generally. Servicer shall perform each of theobligations, responsibilities and duties of Servicer specificallyenumerated in this Agreement in accordance with the provisions hereof,which obligations, responsibilities and duties shall be referred to inthis Agreement as the “Obligations”. In the event of any inconsistencyregarding Servicer's Obligations under this Agreement and either theTerm Trust Agreement or the Lease, the terms and conditions of the TermTrust Agreement and/or the Lease shall control. In the event of anyinconsistency regarding Servicer's Obligations under this Agreement andany other document, the terms and conditions of this Agreement shallcontrol unless Owner Trustee otherwise directs in writing; provided,however, Servicer's Obligations, responsibilities and duties which arepart of the Obligations may not be materially increased by an amendmentor supplement to the Term Trust Agreement or the Lease withoutServicer's consent, which consent shall not be unreasonably withheld,delayed or conditioned.

Section 4.02. Certificate Distribution Account. (a) Owner Trustee shallestablish and maintain the Certificate Distribution Account inaccordance with the terms of the Term Trust Agreement. The CertificateDistribution Account shall initially be established with The FirstNational Bank of Chicago. No withdrawal may be made from the CertificateDistribution Account by Servicer.

(b) Servicer shall require the Tenant to make all payments required tobe made by the Tenant under the Lease directly to the CertificateDistribution Account. If Servicer shall receive any Collectionsdirectly, Servicer shall forward the same to Owner Trustee for depositinto the Certificate Distribution Account, Casualty Account orCondemnation Account, as appropriate, by no later than the Business Dayfollowing receipt thereof.

(c) If Servicer receives with respect to the Real Property any propertyor asset other than cash, check, draft or wire transfer of funds,Servicer shall promptly notify Owner Trustee and take such action asOwner Trustee may direct, to subject such property to the terms of theTerm Trust Agreement.

Section 4.03. Tenant Billing, Collection and Service. (a) Servicer shallprepare and send to Tenant by first class mail, or as otherwise requiredby the Lease or applicable law, monthly bills for Rent and any otheramounts owing under the Lease (“Rent Invoices”). All Rent Invoices shallbe sent sufficiently in advance of the payment due date for the amountthen due to enable timely collection. All Rent Invoices shall requirethat (i) all checks and other non-wire transfer payments be payable tothe order of Owner Trustee and be delivered directly to the OwnerTrustee for deposit into the Certificate Distribution Account at theaddress set forth in Section 10.04 and (ii) all wire transfer paymentsbe payable to Owner Trustee and be wired directly into the CertificateDistribution Account. Such Rent Invoices shall include wire transferinstructions for the Certificate Distribution Account and shall alsoidentify Servicer as the party to whom any inquiries by Tenant should bemade, including Servicer's address and telephone number.

(b) Servicer and the Owner Trustee shall each cooperate with the otherto collect all Rent and other Collections relating to the Real Property,subject to the limits of Servicer's Obligations hereunder. The Servicershall confirm with the Owner Trustee receipt by the Owner Trustee of allpayments of Rent or other sums required to be paid by the Tenant underthe Lease on the due date for such payments and the Owner Trustee shallprovide to the Servicer telephonic notice of the failure of the OwnerTrustee to receive any payment on the date required not later than one(1) business day after such due date.

(c) Servicer shall not deposit any Collections received directly byServicer into the Certificate Distribution Account in situations wherethe Tenant tenders less than the full amount then payable pursuant tothe Lease (a “Conditional Receipt”). If Servicer receives a ConditionalReceipt, Servicer shall immediately seek the advice of Owner Trustee todetermine whether such Conditional Receipt should be returned to theTenant or deposited into the Certificate Distribution Account. Servicershall apply such Conditional Receipt strictly in the manner directed byOwner Trustee and, if Servicer has not received such direction by 2 P.M.in Chicago on the date such Conditional Receipt is received followingdiligent efforts by Servicer to obtain the same, Servicer shall holdsuch Conditional Receipt (without applying the same) until suchdirection is received.

(d) Servicer shall refer to Owner Trustee any communications received byServicer from Tenant concerning payment disputes, transfers of theTenant's interest in the Lease, Enforcement Proceedings, Casualty Loss,Condemnation and any other matters which constitute or, with the passageof time or the giving of notice or both, would constitute an Event ofDefault. Servicer shall notify Owner Trustee of the receipt of any suchcommunications not later than the opening of business in Chicago on theBusiness Day following Servicer's receipt of notice thereof. Servicer'snotice shall include any documentation received from the Tenant inconnection therewith.

Section 4.04. Financial and Legal Convenants. Servicer shall review thefinancial and legal covenants contained in the Lease as necessary toaccurately monitor Tenant's performance thereunder.

Section 4.05. Maintenance of Hazard Insurance; Casualty or CondemnationProceeds. Servicer shall, in connection with the monitoring of Tenant'sperformance under the Lease immediately notify Owner Trustee uponobtaining Actual Knowledge that the Minimum Required Insurance is notbeing maintained strictly in accordance with the terms of the Lease andServicer shall take such further action with respect thereto as directedin writing by Owner Trustee.

Section 4.06 Performance Monitoring. The Servicer shall monitor onbehalf of the Owner Trustee performance by the Tenant under the Lease,give and receive notices required or appropriate to be given or receivedby the Landlord under the Lease and otherwise perform on behalf of theOwner Trustee the obligations of the Landlord under the Lease pursuanthereto. If an Event of Default shall occur under the Lease, the Servicershall give a Default Notice with respect thereto to the Tenant and tothe Owner Trustee not later than two (2) business days after the date onwhich the Servicer first obtains Actual Knowledge of the occurrence ofsuch Event of Default. Each Default Notice shall specify in reasonabledetail the nature of the default by the Tenant giving rise to theoccurrence of such Event of Default. For all purposes of this Agreement,the Servicer shall be deemed to have Actual Knowledge of an Event ofDefault in the payment of any amount required to be paid by the Tenantunder the terms of the Lease not later than two (2) business days afterthe date required for the making of such payment. In furtherance of itsduties hereunder, the Servicer shall inspect the Real Property not lessfrequently than two (2) times in each twelve (12) calendar month periodduring the term of this Trust for the purpose of determining theTenant's compliance with the terms of the Lease and shall prepare anddeliver to the Owner Trustee a Property Report reflecting the results ofsuch inspection.

Section 4.07. Enforcement Proceedings. If so directed in writing by theOwner Trustee, after the giving of a Default Notice, the Servicer shallinitiate such actions, including, without limitation, the commencementof legal proceedings, as shall, in the judgment of counsel retained bythe Owner Trustee for such purpose, be necessary or appropriate topreserve the Trust Estate and enforce the rights and remedies of theLandlord under the Lease (collectively and individually, “EnforcementProceedings”). In connection therewith, the Servicer shall obtain aninspection of the Real Property, including, without limitation, a phaseI environmental inspection and shall deliver copies of any reportprepared in connection therewith to the Term Trustee promptly uponreceipt of the same. All reasonable third-party costs and expensesincurred by the Servicer in pursuing such Enforcement Proceedings shallbe Reimbursable Costs. In connection with any Enforcement Proceedingsinitiated by the Term Trustee or by the Servicer on behalf thereof, theTerm Trustee or the Servicer, as the case may be, shall in all caseselect the measure of damages provided in Section XVIII B. of the Leaseas will, in the reasonable judgement of the Servicer, result in themaximum award to the Term Trustee in respect of such Event of Default.Notwithstanding the foregoing, the Servicer shall not be required totake any action, incur any expenses or advance any funds of the Servicerunder this Section 4.07 unless Servicer shall have received assurancesfrom the Owner Trustee (or otherwise) as to the source and manner forthe reimbursement of such Reimbursable Costs reasonably satisfactory tothe Servicer.

Section 4.08 Property Management. If the Lease or the Tenant's right topossession of the Real Property thereunder shall be terminated inconnection with an Event of Default, Casualty Loss Termination, or TotalCondemnation, the Owner Trustee may direct the Servicer to provideProperty Management Services and initiate such actions as are, in thereasonable judgment of the Servicer and counsel engaged by the TermTrustee for such purpose necessary or appropriate to: (i) preserve theTrust Estate and maintain the Real Property including, withoutlimitation, the payment of real property taxes, insurance premiums asrequired to maintain the Minimum Required Insurance and other reasonablecosts and expenses of maintaining and preserving the Real Property ingood operating condition and in compliance with all Laws; and (ii) if sodirected in writing by the Owner Trustee, procure a Replacement Lease orLeases on such terms and conditions as shall be approved in writing bythe Owner Trustee. All reasonable costs and expenses incurred by theServicer pursuant to this Section 4.08 shall be Reimbursable Costs.Notwithstanding the foregoing, the Servicer shall not be required totake any action, incur any expenses or advance any funds of the Servicerunder this Section 4.08 unless the Servicer shall have receivedassurances from the Owner Trustee (or otherwise) as to the source andmanner for the reimbursement of such Reimbursable Costs reasonablysatisfactory to the Servicer.

Section 4.09 Casualty Services. In the event of a Casualty Lossaffecting the Real Property in connection with which the amount ofCasualty Proceeds payable with respect to such Casualty Loss shall be$100,000.00 or more, the Servicer shall give written notice thereof tothe Owner Trustee not later than three (3) business days after theServicer shall have obtained Actual Knowledge of such Casualty Loss.Thereafter, the Owner Trustee shall establish the Casualty Account intowhich the Net Casualty Proceeds from such Casualty Loss shall bedeposited in accordance with Article XIV of the Lease (or any comparableprovision of any Replacement Lease), and otherwise direct the Servicerto exercise the rights and perform the obligations, subject to theprovisions of this Agreement and the Term Trust Agreement, of theLandlord under said Article XIV (or the comparable provisions of anyReplacement Lease) in connection with the settlement of all insuranceclaims relating to such Casualty Loss restoration of the Real Propertyby the Tenant as required pursuant to Article XIV A. of the Lease(collectively, the “Casualty Services”). In any circumstance in whichthe Owner Trustee does not direct the Servicer as to the taking (or nottaking) of any action in connection with the settlement of such claimsor restoration of the Real Property, the Servicer shall provide to theOwner Trustee the Servicer's written recommendation with respect to thematter in question and shall proceed or cause the Tenant to proceed inthe manner so recommended. All reasonable third-party costs and expensesincurred by the Servicer in so acting shall be Reimbursable Costs.

Section 4.10. Condemnation Services. In the event of a TotalCondemnation, Servicer shall give written notice thereof to the OwnerTrustee not later than three (3) business days after Service shall haveobtained Actual Knowledge of such Total Condemnation. The Owner Trusteeshall accept the offer to purchase the Real Property required to be madeby the Tenant pursuant to Article XV, Subparagraph C of the Lease (orany comparable provision of any Replacement Lease) and the Servicershall take such actions as are reasonably necessary to assist OwnerTrustee in completing such sale of the Real Property pursuant to ArticleXV of the Lease. All reasonable third-party costs and expenses incurredby the Servicer in completing the sale of the Real Property to theTenant pursuant to such offer, shall be Reimbursable Costs. The NetCompensation received in connection with such Total Condemnation shallbe deposited into the Certificate Distribution Account and applied inaccordance with Section 7.3 of the Term Trust Agreement. If there shalloccur a Partial Condemnation, the Net Compensation received by the OwnerTrustee shall be deposited into the Condemnation Account andadministered by the Servicer in accordance with Article XV, SubparagraphE of the Lease (or the comparable provisions of any Replacement Lease)to the payments required to be made to the Tenant (or any ReplacementTenant) in connection with the restoration of the Real Property by theTenant as required pursuant to Article XV. Subparagraph E of the Lease.If, after making all payments of the Net Compensation required to bemade to the Tenant (or any Replacement Tenant) there shall remain anyunapplied balance of the Net Compensation, such unapplied balance shallbe paid to the Remainder Trustee. Services performed by the Servicerpursuant to this Section 4.10 shall be referred to as “CondemnationServices.”

Section 4.11. Required Tenancy. Notwithstanding the provisions ofSection 4.08, if the Lease, or the Tenant's right to possession of theReal Property thereunder, is terminated at any time during the last ten(10) years of the Term, the provisions of Section 4.08 with respect tothe maintenance and repair of the Real Property shall not apply unlessand until at least one (1) Replacement Tenant has executed a lease forand taken possession of the Real Property or any portion thereof;provided, however, that such maintenance provisions shall be likewisesuspended at any time thereafter at which there shall not be at leastone performing Tenant in possession of all or some portion of the RealProperty.

Section 4.12. Casualty Loss Termination. If there shall occur a CasualtyLoss Termination, the Net Casualty Proceeds shall be deposited into theCasualty Account and administered by the Servicer, at the direction ofthe Owner Trustee, to restore the Real Property to substantially thesame condition as existed immediately prior to the Casualty Loss givingrise to the Casualty Loss Termination. In such event, the Servicer shallobtain on behalf of the Trust, within forty-five (45) days after theCasualty Loss in question, or such later time as may be reasonable ornecessary under the circumstances, at least three (3) fixed-price bidsfor the performance of the work required in connection with suchrestoration (the “Restoration Work”) from experienced generalcontractors each having (i) net worth of not less than $10,000,000.00;(ii) a five (5) year annual average contract volume of not less than$50,000,000.00; and (iii) not less than ten (10) years of continuousbusiness operation. The Servicer shall submit all three (3) bids to theOwner Trustee, who shall direct in writing the Servicer as to the bid tobe selected not later than thirty (30) days after receipt by the OwnerTrustee of such bids. If the Owner Trustee shall fail or refuse toselect one of the three (3) bids within said thirty (30) day period,then the Servicer shall make a written recommendation as to the bidwhich, in the judgement of the Servicer exercised in accordance with theServicing Standards, is in the best interest of the Certificateholders.In connection therewith, the Owner Trustee may direct the Servicer toprovide Construction Management Services in connection with thesupervision and management of the Restoration Work pursuant to the termsof this Agreement. All reasonable third-party costs and expensesincurred by the Servicer in obtaining the bids required pursuant to thisSection 4.12 shall be Reimbursable Costs. Notwithstanding the foregoing,the Servicer shall not be required to take any action, incur anyexpenses or advance any funds of the Servicer under this Section 4.12unless the Servicer shall have received assurances from the OwnerTrustee (or otherwise) as to the source and manner for the reimbursementof such Reimbursable Costs satisfactory to the Servicer. If, uponcompletion of the restoration of the Real Property required by thisSection 4.12 there shall remain any unapplied balance of Net CasualtyProceeds, the same shall be deposited into the Certificate DistributionAccount.

ARTICLE V SERVICER COMPENSATION

Section 5.01. Basic Servicing Fee. The Servicer shall receive ascompensation for performance of the Basic Services an annual fee in theamount of $2,500.00 from the Term Trustee per Section 5.04 hereof (the“Basic Servicing Fee”) payable annually in advance in a singleinstallment on September 1 of each year in the Term. Servicer shall beentitled to receive reimbursement of Reimbursable Costs incurred inconnection with the performance of the Basic Services only to the extentexpressly so provided herein.

Section 5.02. Additional Services. If requested in writing by the OwnerTrustee from time to time, the Servicer shall perform, or arrange tohave performed, the Property Management Services, the Casualty Services,the Condemnation Services and/or the Construction Management Services(collectively, the “Additional Services”). In each case, the Servicershall be entitled to receive, in addition to the Basic Servicing Fee,all Reimbursable Costs reasonably incurred by the Servicer in connectionwith the performance of such Additional Services; provided that in eachinstance, the Servicer shall have obtained the prior written consent ofthe Owner Trustee for all Reimbursable Costs. In the event of anEmergency, such prior written consent shall not be required with respectto Reimbursable Costs reasonably incurred by the Servicer as necessaryto prevent imminent loss to persons or property, provided that theServicer shall promptly thereafter provide written notice of the same toOwner Trustee. In addition to such Reimbursable Costs, Servicer shall beentitled to receive the Additional Servicing Fee in respect of itsperformance of Additional Services; provided, however, that the amountof Reimbursable Costs and Additional Servicing Fee payable with respectto such Additional Services, as determined in accordance with Appendix Chereto, shall be submitted to the Rating Agency and the Rating Agencyshall have provided a written confirmation that the payment thereofshall not result in a downgrade, qualification or withdrawal of itsthen-assigned rating with respect to the Certificates. The ReimbursableCosts and Additional Servicing Fee payable to Servicer pursuant to thisSection 5.02 are more particularly set forth in Appendix C hereto.

Section 5.03. Monthly Statements. Servicer shall prepare and submit toOwner Trustee monthly statements for the payment of Reimbursable Costsand the Additional Servicing Fee payable to Servicer in connection withthe performance of Additional Services for each month during the Term inwhich such Additional Services are performed, which statements shallinclude (a) reasonably detailed calculations used by Servicer to computethe Reimbursable Costs and Additional Servicing Fees payable inconnection therewith and (b) a year-to-date summary of such costs andfees. Owner Trustee shall cause such statements to be paid not laterthan thirty (30) days after receipt of the same by Owner Trustee;provided, however, that if Owner Trustee shall object to the amountrequested by Servicer pursuant to any such statement, Owner Trusteeshall notify Servicer in writing of such objection specifying inreasonable detail the reason therefor within such thirty (30) dayperiod. In such event, Owner Trustee shall pay the amount of suchstatement not then in dispute, and Servicer and Owner Trustee shallnegotiate in good faith regarding the resolution of Owner Trustee'sobjection. If Owner Trustee and Servicer are not able to reach aresolution of Owner Trustee's objection within thirty (30) days afternotice thereof is submitted to Servicer by Owner Trustee, the mattershall be submitted to binding arbitration in accordance with the thenapplicable commercial arbitration rules of the American ArbitrationAssociation before an arbitrator selected in accordance with such rules.Each party shall be responsible for its costs and expenses in preparingfor and attending such arbitration and the costs, fees and expenses ofthe arbitrator shall be shared equally by the parties.

Section 5.04. No Recourse to Owner Trustee The Owner Trustee agrees thatpayment to the Servicer of the Basic Servicing Fee shall be paid by theOwner Trustee without right of reimbursement from any source. TheServicer agrees that the Owner Trustee's duty to pay it either anyAdditional Servicing Fee or any Reimbursable Cost shall not beobligations of the Owner Trustee in its personal capacity but shall belimited to funds on deposit in the Casualty Account, CertificateDistribution Account, or Condemnation Account, as the case may be.

ARTICLE VI ADDITIONAL COVENANTS OF SERVICER

Section 6.01. No Liens. Servicer shall use reasonable efforts to theextent it can control the same not to permit any lien, charge, securityinterest, mortgage or other encumbrance to be created on or extend to orotherwise arise upon or burden the Trust Estate or any part thereof orany interest therein or the proceeds thereof, other than:

(i) rights of the Tenant, under the Lease;

(ii) any law, ordinance or governmental regulation (including buildingand zoning ordinances) restricting, regulating or prohibiting theoccupancy, use or enjoyment of any Real Property, or regulating thecharacter, dimensions or location of any improvement now or hereaftererected on the Real Property, and rights of eminent domain orgovernmental rights of police power;

(iii) taxes (including rollback taxes), tax liens, water fees, sewerrents and assessment liens for taxes or assessments either not yet dueand payable or whose amount, applicability or validity is beingcontested by Tenant in good faith by appropriate proceedings; and

(iv) mechanics' and materialmen's liens: (i) in an amount not materialto the value of the Real Property; (ii) whose amount, applicability orvalidity is being contested in good faith by Tenant by appropriateproceedings; or (iii) is otherwise permitted under the Lease.

Section 6.02. Requirements of Trustee. If Owner Trustee requires anymodification of this Agreement, Servicer shall, at Owner Trustee'srequest, promptly execute and deliver to Owner Trustee instruments inform satisfactory to Owner Trustee effecting such modification, providedthat such modification does not materially adversely (a) affect any ofServicer's rights hereunder or (b) increase any of Servicer'sobligations under this Agreement.

ARTICLE VII MISCELLANEOUS SERVICING MATTERS

Section 7.01. Fidelity Bond; Errors and Omissions Insurance. Servicershall maintain with a responsible company at its own expense, a blanketfidelity bond with broad coverage, on all officers, employees or otherpersons acting in any capacity permitting such persons to handle funds,money, documents and papers relating to the Real Property. Such fidelitybond (i) shall protect and insure Servicer against losses, includingforgery, theft, embezzlement, fraud, errors and omissions and negligentacts of such persons and (ii) shall be issued by a company with claimspaying rating of “BBB+” or better as determined by the Rating Agency. Noprovision of this Section 7.01 requiring such fidelity bond shalldiminish or relieve Servicer from its duties and obligations as setforth in this Agreement. The minimum coverage under any such bond andinsurance policy shall be $500,000.00. Upon request of Owner Trustee,Servicer shall cause to be delivered to Owner Trustee a certified truecopy of such fidelity bond and a statement from the surety that suchfidelity bond shall in no event be terminated or materially modifiedwithout 30 days prior written notice to Owner Trustee.

Section 7.02 Liability Insurance. Servicer shall obtain and maintain atall times during the Term the insurance coverages set forth in AppendixB (the “Servicer's Required Insurance”). The issuer, policy form andterms, coverage limits and deductibles with respect to Servicer'sRequired Insurance shall be as reasonably required by Owner Trustee fromtime to time and all such insurance shall be issued by a company withclaims paying rating of “BBB+” or better as determined by the RatingAgency. On or prior to the commencement of the Term and annuallythereafter, Servicer shall provide to Owner Trustee copies of policies(including receipts or other evidence of premium payment), certificatesof insurance or other proof reasonably satisfactory to Owner Trusteeevidencing the maintenance by Servicer of the Servicer's RequiredInsurance.

Section 7.03. Employees and Independent Contractor Status. Servicershall at all times during the Term maintain sufficient employees topermit Servicer to perform the Obligations in accordance with theServicing Standard. Servicer shall be solely responsible for itsemployees and any independent contractors engaged by Servicer. Allmatters pertaining to the employment, supervision, compensation,promotion and discharge of Servicer's employees shall be solely theresponsibility of Servicer, and Servicer shall be solely responsible fortheir compensation. In no event shall any employee, agent or independentcontractor of Servicer be, or be construed to be, an employee, agent orindependent contractor of Owner Trustee. Servicer shall at all timescomply in all material respects with all applicable Laws relating toemployer-employee relations.

Section 7.04. Annual Statements as to Compliance. On or before July 1 ofeach year (beginning Jul. 1, 1996), Seller shall deliver to OwnerTrustee (with a copy to Standard & Poor's Corporation, CommercialMortgage Surveillance Group, 25 Broadway, 10th Floor, New York, N.Y.10004-1064), an officer's certificate from an executive officer ofServicer stating that (a) a review of the activities of Servicer duringthe preceding calendar year and of its performance under this Agreementhas been made under such officer's supervision and (b) to the best ofsuch officer's knowledge, based on such review, Servicer has fulfilledall its Obligations under this Agreement throughout such year, or, ifthere has been a default in the fulfillment of any such Obligation,specifying each such default known to such officer and the nature andstatus thereof.

Section 7.05. Access to Certain Documentation and Information. OwnerTrustee shall have the right, upon reasonable notice, to examine, auditand copy, during business hours on Business Days or at such other timesas might be reasonable under applicable circumstances, any servicingfiles, books, records or other information of Servicer with respect toor concerning the Real Property or this Agreement in Servicer'spossession or under its control in Administrator's possession.

Section 7.06 Existence; Merger or Consolidation of, or Assumption of theObligations of Servicer. Servicer will do or cause to be done all thingsnecessary to preserve and keep in full force and effect its existenceand rights (charter and statutory) throughout the Term. Any Person intowhich Servicer may be merged or consolidated, or any corporationresulting from any merger, conversion or consolidation to which Servicershall be a party, or any Person succeeding to the business of Servicer,shall be the successor of the Servicer hereunder, without the executionor filing of any paper or any further act on the part of any of theparties hereto, anything herein to the contrary notwithstanding;provided, however, that the successor or surviving Person shall satisfythe requirements of this Agreement with respect to the qualifications ofan Eligible Servicer.

Section 7.07 Servicer Not to Resign. Servicer shall not assign thisAgreement nor resign from its obligations and duties hereby imposed onit except upon determination that the performance of its dutieshereunder is no longer permissible under applicable law. Any suchdetermination permitting the resignation of Servicer shall be evidencedby an opinion of counsel to such effect delivered to Owner Trustee. Nosuch resignation, nor any termination of Servicer under Articles VIII orIX hereof, shall affect Servicer's obligations under Section 8.08 or anyobligations of Servicer arising prior to such resignation ortermination.

Section 7.08. Transfer or Delegation of Servicing. (a) Owner Trustee hasentered into this Agreement in reliance upon Servicer's independentstatus, the adequacy of its servicing facilities, plant, personnel,records and procedures, its integrity, reputation and financial standingand the continuance thereof. Without in any way limiting the generalityof this Section 7.08, Servicer shall not (i) assign this Agreement orthe servicing hereunder or delegate its rights or duties hereunder,(other than as may be permitted under Section 7.08(b)), or (ii) sell orotherwise dispose of all or substantially all of its property or assets(other than as permitted in Section 7.06), without the prior writtenapproval of Owner Trustee.

(b) From and after the date hereof, Servicer shall not delegate any ofits Obligations without the prior written consent of Owner Trustee ineach instance which may be withheld by Owner Trustee in its sole butreasonable discretion. If such delegation of Servicer's Obligations to asub-servicer or Contractor is so approved by Owner Trustee, (i) suchdelegation shall not release Servicer from any of its Obligationshereunder, (ii) Servicer shall remain responsible hereunder for all actsand omissions of any such sub-servicer or Contractor as fully as if suchacts and omissions were those of Servicer, (iii) Servicer shall remainthe servicer of record, and (iv) such sub-servicer or Contractor shallnot be permitted to assume any of the representations and warrantiesmade by Servicer herein, Servicer shall pay all fees and expenses ofsuch sub-servicer or contractor out of the fees paid to Servicerhereunder or other amounts permitted to be reimbursed to Servicerhereunder. If Servicer's responsibilities and duties under thisAgreement are terminated, any sub-servicing agreement or other delegatedcontract shall automatically terminate. Any obligations, duties andresponsibilities between Servicer and any approved sub-servicer orContractor pursuant to any sub-servicing agreement, and any otheragreements or transactions between Servicer and any approvedsub-servicer or Contractor relating to the Real Property, shall be thesole obligation, duty and responsibility of Servicer and Owner Trusteeshall have no obligations, duties or liabilities with respect to suchsubservicer or Contractor including, without limitation, the payment offees and expenses. Any such sub-servicing agreement or other agreementbetween Servicer and an approved sub-servicer or Contractor shallexpressly obligate such sub-servicer to strictly comply with all of theprovisions of this Agreement and the Term Trust Agreement.Notwithstanding the foregoing provisions of this Section 7.08(b),Servicer and Owner Trustee hereby acknowledge that they contemplate thatServicer will engage one or more Contractors in connection with theprovision of Property Management Services or Construction ManagementServices should the same be required hereunder. In such event, OwnerTrustee and Servicer shall enter into an amendment hereto setting forththe scope of the delegated Obligations and the terms and conditions andcompensation for their performance.

(c) Servicer shall promptly notify Owner Trustee in the event of (i) areorganization, merger or consolidation of Servicer, (ii) a change ofits name or business address, or (iii) the occurrence of a materialadverse change in its financial position.

ARTICLE VIII DEFAULT

Section 8.01 Events of Default. The term “Event of Default” as usedherein shall mean any of the following:

(a) any failure by Servicer to remit or deposit any payment required tobe made under the terms of this Agreement, which failure continuesbeyond the second day following the date upon which such payment wasdue; or

(b) any failure on the part of Servicer duly and timely to observe orperform in any material respect any other of the covenants or agreementson the part of Servicer set forth in this Agreement or in any agreementexecuted and delivered by Servicer in connection with this Agreement orthe transactions contemplated hereby, which continues unremedied for aperiod of 10 days (or such longer period of time (not to exceed 90 days)as may be required to cure such failure if the same is not susceptibleof being cured within 10 days so long as Servicer has commenced suchcure and diligently prosecutes such cure to completion) after the dateupon which written notice of such failure requiring the same to beremedied shall have been given to Servicer by Owner Trustee; or

(c) any representation or warranty made by Servicer in this Agreementshall be untrue in any material respect as of the date when made or atany other relevant time; or

(d) the occurrence of an Insolvency Event with respect to Servicer.

Section 8.02. Remedies. Upon the occurrence of any Event of Default, andfor so long as the same shall be continuing, Owner Trustee may, bynotice in writing to Servicer and in addition to whatever rights OwnerTrustee may have hereunder, at law or in equity, terminate (subject tothe provisions of Section 9.03), all the rights and obligations ofServicer under this Agreement and in and to the Real Property and theproceeds thereof, including, without limitation, the right to receiveany further Servicing Fees (excluding any earned but unpaid ServicingFees, which shall be payable to Servicer after first deducting OwnerTrustee's damages therefrom). On or after the receipt by Servicer ofsuch written notice, all authority and power of Servicer under thisAgreement, whether with respect to the Real Property or otherwise, shallpass to and be vested in Owner Trustee or any successor appointedpursuant to Section 8.03. Servicer shall comply with the provisions ofSection 8.03 with respect to the transfer of servicing and assetmanagement obligations to such successor.

Section 8.03. Successor to Servicer. (a) Prior to termination ofServicer's responsibilities and duties under this Agreement pursuant toSection 8.02, or resignation permitted by Section 7.07, Owner Trusteemay select a successor which shall succeed to all rights and assume allof the responsibilities and duties (but not liabilities) of Servicerunder this Agreement prior to the termination of Servicer'sresponsibilities and duties (but not liabilities) under this Agreement.If Servicer's duties and responsibilities (but not liabilities) underthis Agreement are terminated, Servicer shall discharge such duties andresponsibilities during the period from the date it acquires knowledgeof such termination until the effective date thereof in accordance withthe Servicing Standard, and with the same degree of diligence andprudence, which it is obligated to exercise under this Agreement, andshall take no action whatsoever that might impair or prejudice therights or financial condition of its successor. The removal of Servicerto this Agreement shall in no event relieve Servicer of its obligationsand liabilities hereunder, or extinguish the remedies available to OwnerTrustee to the extent provided herein.

(b) Any successor appointed as provided herein shall execute,acknowledge and deliver to Owner Trustee an instrument accepting suchappointment, whereupon such successor shall become fully vested with allthe rights, powers, duties, responsibilities and obligations (but notaccrued liabilities) of Servicer, with like effect as if originallynamed as a party to this Agreement. Any termination of this Agreement orany termination of Servicer shall not affect any claim that OwnerTrustee may have against Servicer arising prior to any such terminationor any claim under Section 8.08.

(c) Servicer agrees to cooperate with Owner Trustee and such successorin effecting the termination of Servicer's responsibilities and rightshereunder, including, without limitation, the transfer to such successorfor administration by it of all funds, if any, which at the time arebeing administered by Servicer pursuant hereto, or thereafter receivedwith respect to the Real Property. Servicer shall timely deliver to thesuccessor any Collections received by it, and all servicing files, booksand records relating to the Real Property, and all other relateddocuments, statements and funds relating to the Assets held by ithereunder. Servicer shall account for all funds and shall execute anddeliver such instruments and do such other things as may reasonably berequired to more fully and definitely vest and confirm in the successorall such rights, powers, duties, responsibilities and obligations ofServicer. All actions to be taken by Servicer pursuant to this Section8.03 shall be taken at Servicer's sole expense without reimbursementtherefor.

Section 8.04 Waiver of Defaults. The Owner Trustee may, but only inaccordance with Section 6.15 of the Term Trust Agreement, in writing,waive any default by Servicer in the performance of its obligationshereunder and its consequences. Upon any such waiver of a past default,such default shall cease to exist, and any Event of Default arisingtherefrom shall be deemed to have been remedied for every purpose ofthis Agreement. No such waiver shall extend to any subsequent or otherdefault or impair any right consequent thereon except to the extentexpressly so waived.

Section 8.05. Remedies Cumulative. Owner Trustee shall be entitled toexercise any right or remedy that it may have pursuant to thisAgreement, at law or in equity, and such exercise shall not preclude theconcurrent or subsequent exercise of any other such right or remedy, itbeing understood and agreed that such rights and remedies are cumulativeand not exclusive.

Section 8.06. Owner Trustee's Right to Cure. Owner Trustee may, butshall not be obligated to, cure any Event of Default by Servicer underthis Agreement at any time after notice and the lapse of any cure periodto which such Event of Default relates, but without further notice.Whenever Owner Trustee so elects, all costs and expenses incurred byOwner Trustee in curing any such default, including reasonableattorneys' fees and disbursements, together with interest at the rate of12% per annum on the amount of costs and expenses so incurred commencingon the day such costs are paid by Owner Trustee, shall be paid byServicer to Owner Trustee within 20 days of demand.

Section 8.07 Payment of Owner Trustee's Expenses. In the event Servicerfails to perform its obligations or is otherwise in default under thisAgreement, all costs and expenses, including attorneys' fees (whether ornot legal proceedings are instituted), involved in enforcing theobligations of Servicer under this Agreement, including the cost andexpense of appointing a successor to Servicer pursuant to Section 8.03after any termination of Servicer pursuant to Section 8.02, shall be dueand payable by Servicer within 20 days of demand.

Section 8.08. Indemnification. Servicer shall defend, indemnify and holdharmless the Indemnified Parties against any and all claims, losses(including market losses), penalties, fines, forfeitures, legal fees andrelated costs, judgments, and any other costs, fees, and expenses thatOwner Trustee may sustain in any way, related to (a) the failure(grossly negligent or willful) of Servicer to perform its Obligations incompliance with the terms of this Agreement (including, withoutlimitation, those terms relating to timeliness) and (b) any materialbreach of a representation, warranty or covenant made by Servicer inthis Agreement, or in any schedule, statement, certificate or documentfurnished by Servicer pursuant to or with this Agreement. Theobligations of Servicer under this Section 8.08 shall survive thetermination of this Agreement or of Servicer and shall not be affectedby any knowledge obtained by Owner Trustee in the course of its duediligence activities or otherwise.

Section 8.09. Defaults by Owner Trustee. Subject to Section 5.03, ifOwner Trustee shall fail to pay any amount required to be paid hereunderto Servicer within thirty (30) days after written demand therefor byServicer following the date on which such payment was due, Servicer mayterminate this Agreement upon fifteen (15) days written notice of suchtermination to Owner Trustee following the expiration of said thirty(30) day period, and Servicer shall be entitled in such event, toexercise any right or remedy that Servicer may have pursuant to thisAgreement, at law or in equity.

ARTICLE IX TERMINATION

Section 9.01. Termination. In addition to a termination pursuant toSection 8.02, the respective obligations and responsibilities ofServicer hereunder shall terminate upon the later of (a) the FinalDistribution Date, and (b) mutual consent of Servicer and Owner Trusteein writing.

Section 9.02. Termination without Cause. Owner Trustee may, at its soleoption, terminate any rights Servicer may have hereunder, without cause,by giving 30 days written notice of termination to Servicer in themanner provided in Section 10.04. If Owner Trustee so terminatesServicer, Owner Trustee shall pay Servicer all accrued but unpaidServicing Fees, including the amount of any Reimbursable Costs Serviceris entitled to receive pursuant hereto. On or after the receipt byServicer of such written notices all authority and power of Servicerunder this Agreement, whether with respect to the Real Property orotherwise, shall pass to and be vested in any successor appointedpursuant to Section 8.03. Servicer shall comply with the provisions ofSection 8.03 with respect to the transfer of servicing obligations tosuch successor; provided, however, in the event of a termination underthis Section 9.02, notwithstanding the provisions of Section 8.03(c),Owner Trustee shall reimburse Servicer for its reasonable expenses oftransferring to the successor the files and documents relating to theReal Property.

Section 9.03. Rating Agency Confirmation. Notwithstanding anything tothe contrary set forth in this Article IX or in Section 8.02, notermination of this Agreement or of Servicer shall be effective unlessand until (a) the Rating Agency shall have confirmed in writing thatsuch termination shall not result in a downgrade, qualification orwithdrawal of its then assigned rating with respect to the Certificatesat the time of any such termination.

ARTICLE X MISCELLANEOUS PROVISIONS

Section 10.01. Governing Law; Submission to Jurisdiction. (a) ThisAgreement shall be governed by and construed in accordance with theinternal laws of the State of Illinois without regard to principles ofconflict of laws.

(b) Servicer hereby irrevocably submits to the nonexclusive jurisdictionof any State or Federal court sitting in Chicago, Ill., in any action orproceeding arising out of or relating to this Agreement, and irrevocablyagrees that all claims in respect of such action or proceeding may beheard and determined in such State or Federal court, Servicer agreesthat any process or notice of motion or other application to any suchcourt or a judge thereof may be served on Servicer within or outsidesuch court's territorial jurisdiction by registered or certified mail orby personal service at Servicer's address set forth in Section 10.04,provided that a reasonable time for appearance is allowed.

(c) Servicer irrevocably waives any objection which it may now orhereafter have to the laying of venue of any suit, action or proceedingarising out of or relating to this Agreement in any State or Federalcourt sitting in Chicago, Ill. and hereby further irrevocably waives anyclaim that any such suit, action or proceeding brought in any such courthas been brought in an inconvenient forum.

(d) Nothing herein contained shall affect the right of Owner Trustee orServicer to serve legal process in any other manner permitted by law orto bring any action or proceeding against Servicer or Owner Trustee orits property in the courts of other jurisdictions.

Section 10.02 General Interpretative Principles. For purposes of thisAgreement, except as otherwise expressly provided or unless the contextotherwise requires:

(a) the terms defined in this Agreement have the meanings assigned tothem in this Agreement and include the plural as well as the singular,and the use of any gender herein shall be deemed to include the othergender;

(b) references herein to “Articles,” “Sections,” “Subsections,”“Paragraphs,” and other subdivisions without reference to a document areto designated Articles, Sections, Subsections, Paragraphs, and othersubdivisions of this Agreement;

(c) references herein to determinations to be made by Owner Trustee inits “sole discretion” or words to that effect shall mean Owner Trustee'ssole and absolute discretion acting in its own economic self-interesteven if the same is not in the interest of Servicer or any other Person;

(d) whenever notices, consents or approvals are required to be given byOwner Trustee hereunder, such notices, consents or approvals shall be inwriting and shall be delivered in the manner required by Section 11.04;

(e) all consents or approvals to be given by Owner Trustee hereundershall be given by the Scribcor in writing unless expressly providedotherwise herein;

(f) references to “in writing” or words to that effect shall include,where appropriate, an electronic mail or other computer generatedcommunication;

(g) to the extent any obligations are imposed on Owner Trustee by thisAgreement or other documents executed in connection with thetransactions contemplated hereby, Owner Trustee shall have no personalliability to Servicer for its failure to perform such obligations;

(h) the word “include” or “including” shall mean, without limitation byreason of enumeration; and

(i) the word “herein”, “hereof”, “hereunder” and other words of similarimpact refer to this Agreement as a whole and not to any particularprovision.

Section 10.03. Reproduction of Documents. This Agreement and alldocuments relating hereto, including, without limitation, (a) consents,waivers, and modifications which may hereafter be executed (b) documentsreceived by any party at the closing, and (c) certificates, and otherinformation previously or hereafter furnished, may be reproduced by anyphotographic, photostatic, microfilm, micro-card, miniaturephotographic, or other similar process. The parties agree that any suchreproduction shall be admissible in evidence as the original itself inany judicial or administrative proceeding, whether or not the originalis in existence and whether or not such reproduction was made by a partyin the regular course of business, and that any enlargement, facsimile,or further reproduction of such reproduction shall likewise beadmissible in evidence.

Section 10.04. Notices. Any notice required or desired to be givenhereunder shall, unless specified otherwise herein, be in writing anddeemed to have been duly given if deposited in the United States mail,postage prepaid, sent certified or registered, or hand delivered or sentby a nationally recognized overnight courier service (such as FederalExpress or Airborne Express), postage prepaid or billed to sender,addressed as follows:

If to Servicer: Scribcor, Inc. 400 North Michigan Avenue Chicago,Illinois 60611 Attention: Richard M. Ross With a Copy to: Stephen G.Tomlinson, Esq. Kirkland & Ellis 200 East Randolph Drive Chicago, IL60601 If to Owner Trustee to: The First National Bank of ChicagoCorporate Trust Offices One First National Plaza, Suite 0126 Chicago,Illinois 60670-0126 Attention: Corporate Trust Department Trust Number19-203062

or to such other address or person as hereafter designated in writing bythe applicable party in the manner provided in this paragraph for thegiving of notices. Such notices shall be deemed to have been deliveredupon receipt or refusal of delivery.

Section 10.05. Severability of Provisions. If any one or more of thecovenants, agreements, provisions, or terms of this Agreement shall beheld invalid for any reason whatsoever, then such covenants, agreements,provisions, or terms shall be deemed severable from the remainingcovenants, agreements, provisions, or terms of this Agreement and shallin no way affect the validity or enforceability of the other covenants,agreements, provisions, or terms of this Agreement. If the invalidity ofany covenant, agreement, provision, or term of this Agreement shalldeprive any party of the economic benefit intended to be conferred bythis Agreement, the parties shall negotiate in good faith to develop astructure the economic effect of which is as nearly as possible the sameas the economic effect of this Agreement without regard to suchinvalidity.

Section 10.06. Exhibits and Appendices. The exhibits and appendices tothis Agreement are hereby incorporated and made a part hereof and are anintegral part of this Agreement.

Section 10.07. Counterparts; Assignment. This Agreement may be executedin one or more counterparts and by the different parties hereto onseparate counterparts, each of which, when so executed, shall be deemedto be an original; such counterparts, together, shall constitute one andthe same agreement. This Agreement is not assignable by Servicer but maybe assigned by Owner Trustee upon notice to Servicer.

Section 10.08. Effect of Headings. The headings in this Agreement arefor purposes of reference only and shall not limit or otherwise affectthe meaning hereof.

Section 10.09. Other Agreements Superseded. This Agreement (includingthe Exhibits hereto) supersedes all prior agreements and understandingsrelating to the subject matter hereof.

Section 10.10. Amendments. Neither this Agreement nor any term hereofmay be changed, waived, discharged, or terminated except by aninstrument in writing signed by the party against whom enforcement ofthe change, waiver, discharge, or termination is sought.

Section 10.11. Further Assurances. Servicer agrees to execute anddeliver such instruments and take such actions as Owner Trustee may,from time to time, reasonably request in order to effectuate the purposeand to carry out the terms of this Agreement.

Section 10.12. No Partnership. Nothing contained in this Section 10.12or elsewhere in this Agreement shall be decreed or construed to create apartnership or joint venture between the parties hereto and the servicesof Servicer shall be rendered as an independent contractor and not asagent for Owner Trustee.

Section 10.13. Time is of the Essence. Owner Trustee and Servicer agreethat time is of the essence with respect to the timely performance ofeach and every obligation and covenant contained in this Agreement.

Section 10.14. Drafting of Agreement. Owner Trustee and Serviceracknowledge and agree that each party was represented by legal counselof its choosing and participated equally in the negotiation and draftingof this Agreement.

Section 10.15. Confidentiality. Servicer shall keep confidential and notdivulge, without Owner Trustee's written consent, to any Person theterms and conditions of this Agreement, any Servicing File, any RealProperty Documentation or any document or instrument delivered inconnection therewith or herewith, except to the extent that it isappropriate for Servicer to do so in working with legal counsel,auditors, taxing authorities or other governmental agencies havingregulatory jurisdiction over Servicer.

Section 10.16. References to Related Agreements. Any references in thisAgreement to defined terms or sections contained in the Lease or TermTrust Agreement shall refer to such defined terms and sections containedtherein as in effect on the date of this Agreement (or if an agreementis not in effect on such date, the most recent form thereof which hasbeen provided to Servicer prior to such date) and shall continue to havesuch meaning (in the case of defined terms) or refer to such section (inthe case of section references) notwithstanding any subsequentamendment, supplement or termination of such agreements.

IN WITNESS WHEREOF, Owner Trustee and Servicer have caused their namesto be signed hereto by their respective officers thereunto dulyauthorized as of the day and year first above written.

SERVICER: SCRIBCOR, INC., an Illinois corporation By:                                             Name:                                         Title:                                           OWNER TRUSTEE: THE FIRSTNATIONAL BANK OF CHICAGO By:                                             Name:                                         Title:                                          

REPRESENTATIONS FOR DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”)—to beincluded in DTC Letter of Representations

The Security certificate(s) shall remain in Agent's custody as a“Balance Certificate” subject to the provisions of the BalanceCertificate Agreement between Agent and DTC currently in effect.

On each say on which Agent is open for business and on which it receivesan instruction originated by a Participant through DTC'sDeposit/Withdrawal at Custodian (“DWAC”) system to increase theParticipant's account by a specified number of shares, units, orobligations (a “Deposit Instruction”), Agent shall, before 6:30 p.m.(Eastern Time) that day, either approve or cancel the DepositInstruction through the DWAC system.

On each day on which Agent is open for business and on which it receivesan instruction originated by a Participant through the DWAC systems todecrease the Participant's account by a specified number of shares,units, or obligations (a “Withdrawal Instruction”), Agent shall, before6:30 p.m. (Eastern Time) that day, either approve or cancel theWithdrawal Instruction through the DWAC system.

Agent agrees that its approval of a Deposit or Withdrawal Instructionshall be deemed to be the receipt by DTC of a new, reissued orreregistered certificated security on registration of transfer to thename of Cede & Co. for the quantity of Securities evidenced by theBalance Certificate after the Deposit or Withdrawal Instruction iseffected.

Principal and Interest Payments Rider

1. This Rider supersedes any contradictory language set forth in theLetter of Representations to which it is appended.

2. With respect to principal and interest payments in the Securities:

A. DTC shall receive all dividend and interest payments on payable datein same-day funds by 2:30 p.m. ET (Eastern Time).

B. Issuer agrees that it or Agent shall provide dividend and interestpayment information to a standard announcement service subscribed to byDTC. In the unlikely event that no such service exists, Issuer agreesthat it or Agent shall provide this information directly to DTC inadvance of the dividend or interest record date as soon as theinformation is available. This information should be conveyed directlyto DTC electronically. If electronic transmission is not possible, suchinformation should be conveyed by telephone or facsimile transmissionto:

The Depository Trust Company

Manager: Announcements

Dividend Apartment

7 Hanover Square, 22^(nd) Floor

New York, N.Y. 10004

Phone: (212) 709-1270

Fax: (212) 709-1723, 1686

C. Issuer agrees that it or Agent shall provide automated notificationof CUSIP-level detail to the depository no later than noon ET on thepayment date.

D. DTC shall receive maturity and redemption payments and CUSIP-leveldetail on the payable date in the dame-day funds by 2:30 p.m. ET. Absentany other arrangements between Agrent and STC, any other shall be wiredaccording to the following instructions:

Chemical Bank

ABA 02100128

For credit to A/C Depository Trust Company

Redemption Account 066-027306

In accordance with existing SDFS payment procedures in the manner setforth in DTC's SDFS Paying Agent Operating Procedures a copy of whichhas previously been furnished to Agent.

E. DTC shall receive all other payments and CUSIP-level detail resultingfrom corporate actions (such as tender offers or mergers) on the firstpayable date in same-day funds by 2:30 p.m. ET. Absent any paymentsshall be wired to the following address:

Chemical Bank

ABA 021000128

For credit to A/C Depository Trust Company

Reorganization Account 066-027608

APPENDIX A Definitions

“Actual Knowledge” of any fact shall mean with respect to any Person orparty, Conscious Awareness (as hereinafter defined) of a fact or thatsuch fact is contained in a document of which such person has ConsciousAwareness or which was created during the course of a transaction inwhich such person actively participated. A person, however, shall not bedeemed to have Actual Knowledge of a fact merely because (i) such factis contained in a document approved by such person if such person doesnot have Conscious Awareness of such document or if such document wasnot created during the course of a transaction in which such personactively participated or (ii) any other individual in such person'sorganization has Actual Knowledge of such fact.

“Additional Services” shall mean, collectively, Property ManagementServices, Casualty Services, Condemnation Services and ConstructionManagement Services and, individually, any one or more of the preceding.

“Additional Servicing Fee” shall have the meaning set forth in AppendixC.

“Affiliate” shall mean, with respect to any Person, any Person or partyowning, or owned by a Person or party owning, directly or indirectly tenpercent (10%) or more of the voting interest of such Person, orotherwise having the ability to exercise control over such Person.

“Agreement” shall have the meaning given in the introductory sentence ofthis Servicing Agreement.

“Basic Services” shall mean all services required to be performed byServicer under the Agreement other than the Additional Services.

“Basic Servicing Fee” shall have the meaning given in Section 5.01.

“Casualty Account” shall mean a segregated trust account established bythe Term Trustee at The First National Bank of Chicago, or if thereshall be designated a successor Term Trustee, at such successor TermTrustee acting in its commercial capacity, known as the K.C. ABBE® Trust1995-1 Casualty Account, bearing an additional designation clearlyindicating that the funds deposited therein are held for the benefit ofthe Certificateholders. All fees and expenses for maintaining theCasualty Account shall be included in the trustee's fees payable to theTerm Trustee in connection with this Agreement and shall not constituteReimbursable Costs.

“Casualty Loss” shall mean any loss or damage suffered or incurred inrespect of the Real Property arising out of or in connection with anyfire, windstorm, flood, earthquake, act of god, war, strike or othercasualty.

“Casualty Loss Termination” shall mean any termination of the Leaseresulting from the occurrence of a Casualty Loss.

“Casualty Proceeds” shall mean the aggregate amount of payment receivedby the Term Trustee in respect of any Casualty Loss affecting the RealProperty including, without limitation, all proceeds of any insurancemaintained by the Tenant or the Term Trustee in respect thereof.

“Casualty Services” shall have the meaning given to it in Section 4.09.

“Certificate” shall mean one or more certificates of ownership ofbeneficial interest in the Term Trust issued by the Term Trusteepursuant to Section 3.3 of the Term Trust Agreement in substantiallyidentical form to the sample certificate attached to the Agreement asExhibit A.

“Certificate Distribution Account” shall mean the bank accountestablished and maintained by the Term Trustee pursuant to Section 5.1of the Term Trust Agreement.

“Certificateholder” shall mean each Person in whose name one or moreCertificates is registered as of a particular date as evidenced by theCertificate Register.

“Collections” shall mean all monies, cash, rent or other paymentsreceived by the Term Trustee in respect of the Lease, the Real Propertyor otherwise including, without limitation the amount of all judgments,awards or other payments made in connection with the enforcement of theLease by the Term Trustee, the amount of any Net Casualty Proceeds orNet Compensation.

“Compensation” shall mean the amount of any award, judgment, settlementor other payment receive by the Term Trustee in respect of anyCondemnation of all or any portion of the Real Property.

“Condemnation” shall mean any taking, condemnation or other exercise ofthe power of eminent domain by any governmental or quasi-governmentalauthority having such power affecting all or any portion of the RealProperty. “Condemnation Account” shall mean a segregated trust accountestablished by the Term Trustee at The First National Bank of Chicago,or if there shall be designated a successor Term Trustee, at suchsuccessor Term Trustee acting in its commercial capacity, known as theK.C. ABBE® Trust 1995-1 Condemnation Account, bearing an additionaldesignation clearly indicating that the funds deposited therein are heldfor the benefit of the Certificateholders. All fees and expenses formaintaining the Condemnation Account shall be included in the trustee'sfees payable to the Term Trustee in connection with this Agreement andshall not constitute Reimbursable Costs.

“Condemnation Services” shall have the meaning given in Section 4.10.

“Conditional Receipt” shall have the meaning given in Section 4.03.

“Conscious Awareness” shall mean with respect to any Person or party,that such Person actually remembered a fact at the given time. A Personshall not be deemed to have Conscious Awareness of a fact at a giventime if such Person did not actually remember a fact at the given timeunless such fact is contained in a document previously read or executedby such Person in the course of a transaction in which such Personactively participated. A Person shall not be deemed to have ConsciousAwareness of a fact merely because any other individual in such Person'sorganization has Conscious Awareness of such fact.

“Construction Management Services” shall mean such usual and customarysupervisory and management services relating to the supervision,management and coordination of the activities of one or more architects,engineers and construction contractors engaged by Owner Trustee toperform construction activities required for the repair or restorationof the Real Property following a Casualty Loss Termination including,without limitation, the following: (i) consultation and recommendationsregarding design documents and bidding qualifications and information;(ii) consultation and recommendations regarding project budgets andschedules; (iii) coordination of information flows and decision makingon behalf of the Owner Trustee; (iv) review of required permits andlicenses; (v) consultation and recommendations regarding projectinsurance programs; (vi) inspection of work in progress for conformancewith applicable contract requirements; (vii) preparation of progressreports and recommendations for budget and schedule compliance ormodifications; (viii) review and recommendations regarding paymentapplications and change orders; (ix) attendance on behalf of OwnerTrustee at all project meetings and (x) consultation and recommendationsregarding achievement of substantial completion and final completion ofthe work required to be performed. Owner Trustee and Servicer shallenter into an amendment to this Agreement setting forth the agreed uponscope of and compensation for the Construction Management Services atthe time the same are requested by Owner Trustee, which amendment shallhave been submitted to the Rating Agency, and the Rating Agency shallhave confirmed that such amendment shall not result in a downgrade,qualification or withdrawal of its then assigned rating with respect tothe Certificates.

“Contractors” shall mean any Person (other than Servicer) in thebusiness of performing services of the nature constituting theObligations with whom Servicer may contract pursuant to a sub-servicingor other written agreement for the performance of one or more of theAdditional Services.

“Corporate Trust Office” shall mean the office maintained by the TermTrustee at One First National Plaza, Suite 0126, Chicago, Ill.60670-0126.

“Default Notice” means any notice of the occurrence of an Event ofDefault given pursuant to Section 4.06 of the Agreement.

“Eligible Servicer” shall mean the commercial loan servicing, propertyor asset management group which is part of or an Affiliate of the TermTrustee, or any Person or party who: (i) has not less than ten (10)years of experience as a professional asset or property manager and islicensed (if required) to perform such services in the locale of theReal Property; (ii) then has under management a portfolio of commercialand office properties containing in the aggregate not less than two (2)million square feet or with an aggregate fair market value of not lessthan $20,000,000.00; and (iii) then has not fewer than twenty (20)employees directly engaged in the provision of asset or propertymanagement services, or is otherwise acceptable to the Rating Agency.

“Emergency” shall mean any fact or circumstance the existence of whichconstitutes an imminent risk of material harm or injury to persons orproperty.

“Enforcement Proceedings” shall have the meaning given in Section 4.07.

“Event of Default” shall mean any fact or matter the occurrence of whichconstitutes a default or an Event of Default under the Lease (or anyReplacement Lease).

“Final Distribution Date” shall have the meaning set forth in Section7.1 of the Term Trust Agreement.

“Guarantee” shall mean that certain guarantee of the Lease by KansasCity Life Insurance Company dated Nov. 13, 1991.

“Insolvency Event” shall mean with respect to Servicer: (i) the filingof a petition in bankruptcy for reorganization or liquidation pursuantto Title 11 of the United States Code (the “Bankruptcy Code”) or anysimilar state or federal law; (ii) the entry of a decree by a court ofcompetent jurisdiction adjudicating Servicer to be bankrupt orinsolvent; (iii) the making of an assignment for the benefit ofcreditors; (iv) the making of an admission in writing or inability topay debts generally as they become due; or (v) consent to theappointment of a receiver for any material portion of Servicer's assets.

“Landlord” shall mean the Term Trustee, in its capacity as the landlordunder the Lease, together with any successors and assigns.

“Lease” shall mean that certain lease dated Dec. 29, 1989 by and betweenOld American Insurance Company, as tenant, and R&S Kansas CityAssociates Limited Partnership as landlord, regarding the Real Property,as amended by a First Amendment to Lease, dated Nov. 12, 1991, asguaranteed by the Guarantee, copies of which are attached hereto asExhibit A, and any Replacement Lease, as applicable.

“Laws” shall mean all statutes, codes, rules, regulations, ordinances,decrees and enactments of any governmental or quasi-governmental agencyhaving jurisdiction over: (i) the Real Property, or its use andoperation; (ii) the Term Trustee; or (iii) the Trust Estate.

“Minimum Required Insurance” shall mean such coverage and limitsrequired to be maintained by Tenant under the Lease.

“Net Casualty Proceeds” shall mean the aggregate amount of CasualtyProceeds received by the Term Trustee in respect of any Casualty Lossless all Reimbursable Costs incurred by the Term Trustee in connectionwith the adjustment, negotiation, settlement, or collection of suchCasualty Proceeds or the exercise or performance by the Term Trustee ofany of its rights, powers or duties under the Agreement.

“Net Compensation” shall mean the aggregate amount of Compensationreceived by the Term Trustee in connection with any Condemnation lessall Reimbursable Costs incurred by the Term Trustee in connection withany negotiation, adjudication or settlement regarding the amount of suchcompensation or the exercise or performance by the Term Trustee of anyof its rights, powers or duties under the Agreement.

“Obligations” has the meaning given in Section 4.01.

“Offering Memorandum” has the meaning given in Section 2.01 (k).

“Partial Condemnation” shall mean (i) any taking in or by condemnationor other eminent domain proceeding pursuant to any law, general orspecial or (ii) temporary requisition of the Real Property or any partthereof by any governmental authority, civil or military after theoccurrence of which the Lease (or any Replacement Lease) shall remain infull force and effect.

“Person” shall mean any corporation, partnership, limited liabilitycompany, or other entity or human being.

“Property Management Services” shall mean such usual and customaryactivities as are required to oversee and perform all aspects of the dayto day management, oversight, operation and maintenance of the RealProperty in a manner consistent with the Servicing Standard and so as tocause the Real Property to be maintained in good condition and incompliance with all Laws. Owner Trustee and Servicer shall enter into anamendment to the Agreement setting forth the agreed upon scope of andcompensation for the Property Management Services at the time the sameare requested by Owner Trustee, which amendment shall have beensubmitted to the Rating Agency and the Rating Agency shall haveconfirmed that such amendment shall not result in a downgrade,qualification or withdrawal of its then assigned rating with respect tothe Certificates.

“Property Report” shall mean a written report setting forth inreasonable detail the results of the inspections of the Real Propertymade pursuant to Section 4.06 including the recommendation of theServicer as to any repair or remedial work to be performed at the RealProperty and the opinion of the Servicer as to whether or not the Tenantis maintaining the Real Property in the condition required by the Lease.

“Rating Agency” means Standard & Poor's Corporation.

“Real Property” means the land and all buildings and improvementslocated thereon (including all fixtures and equipment incorporatedtherein not owned by a Tenant) commonly known as 4900 Oak Street, KansasCity, Mo. and legally described on Appendix C to the Agreement.

“Reimbursable Costs” shall mean all fees, expenses, costs or othercharges incurred in good faith by Servicer in the performance ofAdditional Services under the Agreement, including, without limitation,all payments required to be made by the Servicer to Contractors engagedby the Servicer pursuant to Section 7.08(b). Reimbursable Costs shall bedetermined as more particularly set forth in Appendix C.

“Remainder Proceeds” shall mean the greater of zero and the differencebetween the Net Compensation received by the Term Trustee in respect ofa Total Condemnation and the Prepayment Amount payable in respectthereof.

“Remainder Trust” shall mean the K.C. LURE® Trust 1995-1 establishedpursuant to that certain Trust Agreement of even date herewith betweenSeller and the First National Bank of Chicago, as Trustee.

“Remainder Trustee” shall mean the Trustee under the Remainder Trust.

“Rent” shall mean rent as defined in the Lease or as the term may bedefined under any Replacement Lease.

“Rent Invoices” shall have the meaning set forth in Section 4.03.

“Replacement Lease” means any lease for all or any portion of the RealProperty entered into pursuant to Section 4.08 of the Agreement, whichLease (A) shall require the tenant thereunder at its sole cost andexpense to: (i) maintain at least the Minimum Required Insurance; (ii)pay all ad valorem and other real property taxes levied against the RealProperty; (iii) maintain or cause the Real Property to be maintained ingood operating condition and in compliance with all Laws, and (B), shallhave been submitted to Standard & Poor's Corporation for its review, andStandard & Poor's Corporation shall not, based upon such review, havedown-graded qualified or withdrawn its then assigned rating with respectto the Certificates.

“Replacement Tenant” shall mean any Tenant under a Replacement Lease.

“Responsible Officer” shall mean, with respect to any party to theAgreement or any Certificateholder, the president, any vice-president,assistant vice-president, secretary, assistant secretary or otherofficer or officers customarily performing functions similar to thoseperformed by any of the above, or to whom any matter arising under thisAgreement, the Lease or the Administrative Agreement may be referred,having the legal authority to bind the party in question.

“Seller” shall mean Scribcor, Inc., an Illinois corporation, itssuccessors and assigns in its capacity as “Seller” under the Term TrustAgreement.

“Servicing Fees” shall mean all compensation to be paid to Servicerhereunder, including, without limitation, all Basic Servicing Fees,Additional Servicing Fees and Reimbursable Costs.

“Servicer” means initially Scribcor, Inc., in its capacity as Servicer,or any party who may succeed to Scribcor Inc. as Servicer pursuant tothe terms of the Agreement.

“Servicer's Required Insurance” shall have the meaning given in Section7.02.

“Servicing Agreement” means the Servicing Agreement attached hereto asExhibit_ and all amendments, modifications or replacements thereof.

“Servicing Standard” has the meaning given in Section 3.01.

“Tenant” shall mean Old American Insurance Company, together with itssubtenants, of whatever level, successors and assigns and all partiesclaiming by or through any of them, and any tenant under any ReplacementLease, or any subtenant (of whatever level) or assignee thereof.

“Term Trust” shall mean the K.C. ABBE® Trust 1995-1 as establishedpursuant to the Term Trust Agreement by and between Seller and the TermTrustee.

“Term Trust Agreement” means the First Amended and Restated Term TrustAgreement dated as of Apr. 27, 1995 by and between Seller and TermTrustee, a copy of which is attached hereto as Exhibit B.

“Term Trustee” shall mean The First National Bank of Chicago, notpersonally but solely as trustee under the K.C. ABBE® Trust 1995-1,together with any Person who shall be appointed a successor trusteeunder the Agreement pursuant to Section 6.11 thereof.

“Term” shall mean the period commencing on the date of the Agreement andending on the first to occur of the termination of the Agreement byOwner Trustee pursuant to Articles VII or IX of the Agreement and Dec.31, 2009.

“Total Condemnation” shall mean any Condemnation after the occurrence ofwhich the Lease shall be terminated pursuant to Article XV of the Leaseor any similar provision in any Replacement Lease.

“Trust Estate” shall mean all right title and interest of the TermTrustee in and to (i) the Real Property; (ii) the Lease and theGuarantee, including without limitation all right to receive the Rentpayable under the Lease or any Replacement Lease and any other paymentsdue thereunder or under the Guarantee, and (iii) the accounts held bythe Term Trustee pursuant to the provisions of this Agreement.

APPENDIX B SERVICER'S REQUIRED INSURANCE APPENDIX C Additional Services

If Owner Trustee shall request that Servicer perform Additional Servicespursuant to the terms of the Agreement, the Additional Servicing Fee andReimbursable Costs payable in connection therewith shall be determinedin accordance with this Appendix C.

Casualty Services and Condemnation Services

In the event of a Casualty Loss (other than a Casualty Loss resulting ina Casualty Loss Termination) or a Partial Condemnation, the AdditionalServicing Fee payable to Servicer in connection with the performance ofthe Casualty Services or Condemnation Services, as applicable, relatingthereto shall be determined as follows: not later than five (5) businessdays following receipt of a request from Owner Trustee for theperformance of Casualty Services or Condemnation Services setting forthin reasonable detail the scope of services to be performed, Servicershall prepare an itemized budget setting forth in detail the specifictasks to be performed by Servicer in connection with the performance ofthe Additional Services specified in such request, the respective hourlycharge for the employees of Servicer who shall discharge such AdditionalServices and the estimated number of hours necessary to complete thesame (the “Budget”). The hourly rate to be charged by Servicer inconnection with the performance of such Additional Services shall in noevent exceed the lower of: (i) the rate generally charged by Servicer toother parties to whom it provides similar services in the conduct of itsbusiness; and (ii) the “market rate” for such services generallyavailable from providers of such services meeting the requirements of anEligible Servicer in the locale of the Real Property, as reasonablydetermined by either the Servicer or the Owner Trustee. In addition,Servicer shall include in the Budget its estimate of the ReimbursableCosts to be incurred by Servicer in connection with the performance ofsuch Additional Services. Owner Trustee shall, not later than three (3)business days following the receipt of the Budget, advise Servicer as toany objections it may have to the Budget, specifying in reasonabledetail the basis for such objection. If Servicer and Owner Trustee areunable to resolve any such objections within five (5) business daysfollowing receipt of notice thereof by Servicer, the matter shall besubmitted to binding arbitration in accordance with the then applicablecommercial arbitration rules and the American Arbitration Associationbefore an arbitrator selected in accordance with such rules, andServicer shall commence performance of the Additional Services requestedby Owner Trustee. Prior to the determination of such arbitration,Servicer shall be compensated for such Additional Services at the rateof ninety percent (90%) of the amount specified in the Budget preparedby Servicer, and upon determination of such arbitration the amountspreviously paid to Servicer and the Budget with respect to the amountsremaining to be paid to Servicer in respect of such Additional Servicesshall be adjusted in accordance with the outcome of the arbitration.

Property Management Services and Construction Management

If the Lease or tenant's right to possession of the Real Propertythereunder shall be terminated in connection with an Event of Default ora Casualty Loss Termination, the Additional Servicing Fee payable toServicer in connection with the performance of the Property ManagementServices or Construction Management Services, as applicable, relatingthereto shall be determined as follows: not later than ten (10) businessdays following receipt of a request from Owner Trustee for theperformance of Property Management Services or Construction ManagementServices, as the case may be, setting forth in reasonable detail thescope of services to be performed, Servicer shall prepare an itemizedbudget setting forth in detail the specific tasks required to beperformed by Servicer (or, subject to Section 7.08(b), a Contractor tobe engaged by Servicer), the respective hourly charges for employees ofServicer (or the proposed Contractor) who shall discharge suchAdditional Services and the estimated number of hours necessary tocomplete the same, or such other basis for compensation for theAdditional Services requested by Owner Trustee as shall be customary inthe locale in which the Real Property is located (the “Proposal”). Thehourly rate or other basis of compensation to be charged by Servicer (orthe Proposed Contractor) in connection with the performance of suchAdditional Services shall in no event exceed the lower of: (i) the rateor other basis of compensation generally charged by Servicer to otherparties to whom it provides similar Services in the conduct of itsbusiness; and (ii) the “market rate” for such services generallyavailable from providers of such services meeting, with respect toProperty Management Services, the requirements of an Eligible Servicerand in the case of Construction Management Services, meeting therequirements of clauses (i), (ii) and (iii) of Section 4.12 of theAgreement, in the locale of the Real Property, as reasonably determinedby either the Servicer or the Owner Trustee. In addition, Servicer shallinclude in the Proposal an amount allocated to the estimated amount ofReimbursable Costs to be incurred by Servicer (or such Contractor) inconnection with the performance of such Additional Services. OwnerTrustee shall, not later than five (5) business days following thereceipt of the Proposal, advise Servicer as to any objections it mayhave to the Proposal, and if applicable, the identity of the ContractorServicer proposes to engage, specifying in reasonable detail the basisfor such objection. If Owner Trustee shall object to the identity of theContractor proposed to be engaged by Servicer, Servicer shall proposeone or more other Contractors for the performance of such AdditionalServices in accordance with Section 7.08(b) or shall perform suchAdditional Services itself. If Servicer and Owner Trustee are unable toresolve any objection as to the amount of Additional Servicing Fees orReimbursable Costs to be paid pursuant to the Proposal, within five (5)business days following receipt of notice thereof by Servicer, thematter shall be submitted to binding arbitration in accordance with thethen applicable Commercial Arbitration rules and the AmericanArbitration Association before an arbitrator selected in accordance withsuch rules, and Servicer and Owner Trustee shall enter into an amendmentto the Agreement setting forth the scope of Additional Services to beperformed by Servicer (or a Contractor proposed by Servicer subject tothe approval requirements of Section 7.08(b)) and Servicer shallcommence performance of the Additional Services requested by OwnerTrustee. If there shall be an unresolved objection with regard to theAdditional Servicing Fee for Reimbursable Costs payable pursuant to theProposal, then, prior to the determination of the arbitration requiredabove, Servicer shall be compensated for such Additional Services at therate of ninety percent (90%) of the amount specified in the Proposal,and upon determination of such arbitration, the amounts previously paidto Servicer and the Proposal as it pertains to the amounts remaining tobe paid to Servicer in respect of such Additional Services shall beadjusted in accordance with the outcome of the arbitration.

SCHEDULE B SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLYISSUANCE

(Prepared by DTC-bracketed material may be applicable only to certainissues)

1. The Depository Trust Company (“DTC”), New York, N.Y. will act assecurities depository for the securities (the “Securities”). TheSecurities will be issued as fully-registered securities registered inthe name of Cede & Co. (DTC's partnership nominee). One fully-registeredSecurity certificate will be issued for [each issue of] the Securities,[each] in the aggregate principal amount of such issue, and will bedeposited with DTC. [If, however, the aggregate principal amount of[any] issue exceeds $150 million, one certificate will be issued withrespect to each $150 million of principal amount and an additionalcertificate will be issued with respect to any remaining principalamount of such issue.]

2. DTC is a limited-purpose trust company organized under the New YorkBanking Law, a “banking organization” within the meaning of the New YorkBanking Law, a member of the Federal Reserve System, a “clearingcorporation” within the meaning of the New York Uniform Commercial Code,and a “clearing agency” registered pursuant to the provisions of Section17A of the Securities Exchange Act of 1934. DTC holds securities thatits participants (“Participants”) deposit with DTC. DTC also facilitatesthe settlement among Participants of securities transactions, such astransfers and pledges, in deposited securities through electroniccomputerized book-entry changes in Participants' accounts, therebyeliminating the need for physical movement of securities certificates.Direct Participants include securities brokers and dealers, banks, trustcompanies, clearing corporations, and certain other organizations. DTCis owned by a number of its Direct Participants and by the New YorkStock Exchange, Inc., the American Stock Exchange, Inc., and theNational Association of Securities Dealers, Inc. Access to the DTCsystem is also available to others such as securities brokers anddealers, banks, and trust companies that clear through or maintain acustodial relationship with a Direct Participant, either directly orindirectly (“Indirect Participants”). The Rules applicable to DTC andits Participants are on file with the Securities and ExchangeCommission.

3. Purchases of Securities under the DTC system must be made by orthrough Direct Participants, which will receive a credit for theSecurities on DTC's records. The ownership interest of each actualpurchaser of each Security (“Beneficial Owner”) is in turn to berecorded on the Direct and Indirect Participants' records. BeneficialOwners will not receive written confirmation from DTC of their purchase,but Beneficial Owners are expected to receive written confirmationsproviding details of the transaction, as well as periodic statements oftheir holdings, from the Direct or Indirect Participant through whichthe Beneficial Owner entered into the transaction. Transfers ofownership interests in the Securities are to be accomplished by entriesmade on the books of Participants acting on behalf of Beneficial Owners.Beneficial Owners will not receive certificates representing theirownership interests in Securities, except in the event that use of thebook-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities deposited byParticipants with DTC are registered in the name of DTC's partnershipnominee, Cede & Co. The deposit of Securities with DTC and theirregistration in the name of Cede & Co. effect no change in beneficialownership. DTC has no knowledge of the actual Beneficial Owners of theSecurities; DTC's records reflect only the identity of the DirectParticipants to whose accounts such Securities are credited, which mayor may not be the Beneficial Owners. The Participants will remainresponsible for keeping account of their holdings on behalf of theircustomers.

5. Conveyance of notices and other communications by DTC to DirectParticipants, by Direct Participants to Indirect Participants, and byDirect Participants and Indirect Participants to Beneficial Owners willbe governed by arrangements among them, subject to any statutory orregulatory requirements as may be in effect from time to time.

6. Redemption notices shall be sent to Cede & Co. If less than all ofthe Securities within an issue are being redeemed, DTC's practice is todetermine by lot the amount of the interest of each Direct Participantin such issue to be redeemed.]

7. Neither DTC nor Cede & Co. will consent or vote with respect toSecurities. Under its usual procedures, DTC mails an Omnibus Proxy tothe Issuer as soon as possible after the record date. The Omnibus Proxyassigns Cede & Co.'s consenting or voting rights to those DirectParticipants to whose accounts the Securities are credited on the recorddate (identified in a listing attached to the Omnibus Proxy).

8. Principal and interest payments on the Securities will be made toDTC. DTC's practice is to credit Direct Participants' accounts onpayable date in accordance with their respective holdings shown on DTC'srecords unless DTC has reason to believe that it will not receivepayment on payable date. Payments by Participants to Beneficial Ownerswill be governed by standing instructions and customary practices, as isthe case with securities held for the accounts of customers in bearerform or registered in “street name,” and will be the responsibility ofsuch Participant and not of DTC, the Agent, or the Issuer, subject toany statutory or regulatory requirements as may be in effect from timeto time. Payment of principal and interest to DTC is the responsibilityof the Issuer or the Agent, disbursement of such payments to DirectParticipants shall be the responsibility of DTC, and disbursement ofsuch payments to the Beneficial Owners shall be the responsibility ofDirect and Indirect Participants.

9. A Beneficial Owner shall give notice to elect to have its Securitiespurchased or tendered, through its Participant, to the[Tender/Remarketing] Agent, and shall effect delivery of such Securitiesby causing the Direct Participant to transfer the Participant's interestin the Securities, on DTC's records, to the [Tender/Remarketing] Agent.The requirement for physical delivery of Securities in connection with ademand for purchase or a mandatory purchase will be deemed satisfiedwhen the ownership rights in the Securities are transferred by DirectParticipants on DTC's records.]

10. DTC may discontinue providing its services as securities depositorywith respect to the Securities at any time by giving reasonable noticeto the Issuer or the Agent. Under such circumstances, in the event thata successor securities depository is not obtained, Security certificatesare required to be printed and delivered.

11. The Issuer may decide to discontinue use of the system of book-entrytransfers through DTC (or a successor securities depositor). In thatevent, Security certificates will be printed and delivered.

12. The information in this section concerning DTC and DTC's book-entrysystem has been obtained from sources that the Issuer believes to bereliable, but the Issuer takes no responsibility for the accuracythereof.

1. Issuer represents that at the time of initial registration in thename of DTC's nominee, Cede & Co., the Securities were Legally orContractually Restricted Securities,¹ eligible for transfer under Rule144A under the Securities Act of 1933 as amended (the “Securities Act”),and identified by a CUSIP or CINS identification number that wasdifferent from any CUSIP or CINS number assigned to any securities ofthe same class that were not Legally or Contractually RestrictedSecurities. Issuer shall ensure that a CUSIP or CINS identificationnumber is obtained for all unrestricted securities of the same classthat is different from any CUSIP or CINS identification number assignedto a Legally or Contractually Restricted Security of such class, andshall notify DTC promptly in the event that it is unable to do so.Issuer represents that it has agreed to comply with all applicableinformation requirements of Rule 144A.

2. Issuer represents that the Securities are [Note: Issuer mustrepresent one of the following, and may cross out the other]

[an issue of nonconvertible debt securities or nonconvertible preferredstock which is rated in one of the top four categories by a nationallyrecognized statistical rating organization (“Investment-GradeSecurities”)]

3. If the Securities are not Investment-Grade Securities, Issuer andAgent acknowledge that if such Securities cease to be included in an SRORule 144A System during any period in which such Securities are Legallyor Contractually Restricted Securities, such Securities shall no longerbe eligible for DTC's services. Furthermore, DTC may discontinueproviding its services as securities depository with respect to theSecurities at any time by giving reasonable notice to Issuer or Agent.Under any of the aforementioned circumstances, at DTC's request, Issuerand Agent shall cooperate fully with DTC by taking appropriate action tomake available one or more separate certificates evidencing Securitiesto any Participant having Securities credited to its DTC accounts.

4. Issuer and Agent acknowledge that so long as Cede & Co. is a recordowner of the Securities, Cede & Co. shall be entitled to all applicablevoting rights and to receive the full amount of all distributionspayable with respect thereto. Issuer and Agent acknowledge that DTCshall treat any DTC Participant (“Participant”) having Securitiescredited to its DTC accounts as entitled to the full benefits ofownership of such Securities. Without limiting the generality of thepreceding sentence, Issuer and Agent acknowledge that DTC shall treatany Participant having Securities credited to its DTC accounts asentitled to receive distributions (and voting rights, if any) in respectof Securities, and to receive from DTC certificates evidencingSecurities. Issuer and Agent recognize that DTC does not in any wayundertake to, and shall not have any responsibility to, monitor orascertain the compliance of any transactions in the Securities with anyof the provisions: (a) of Rule 144A; (b) of other exemptions fromregistration under the Securities Act or of any other state or federalsecurities laws; or (c) of the offering documents.

¹ A “Legally Restricted Security” is a security that is a restrictedsecurity, as defined in Rule 144(a)(3). A “Contractually RestrictedSecurity” is a security that upon issuance and continually thereaftercan only be sold pursuant to Regulation S under the Securities Act, Rule144A, Rule 144, or in a transaction exempt from the registrationrequirements of the Securities Act pursuant to Section 4 of theSecurities Act and not involving any public offering; provided, however,that once the security is sold pursuant to the provisions of Rule 144,including Rule 144(k), it will thereby cease to be a “ContractuallyRestricted Security”. For purposes of this definition, in order for adepositary receipt to be considered a “Legally or ContractuallyRestricted Security,” the underlying security must also be a “Legally orContractually Restricted Security.”

EXHIBIT G Letter of Representations (To be Completed by Issuer andTrustee) K. C. ABBE TRUST 1995-1                                         [Name of Issuer] THE FIRSTNATIONAL BANK OF CHICAGO                                          [Nameof Trustee]                 [DATE] Attention: General Counsel's OfficeThe Depository Trust Company 55 Water Street, 49th Floor New York, N.Y.10041-10099 Re: K. C. ABBE Trust 1995-1                                         $9,340,000 * Certificates                                                                                

[Issue Description]

Ladies and Gentlemen:

This letter sets forth our understanding with respect to certain mattersrelating to the above-referenced issue (the “Securities”). Trustee willact as trustee with respect to the Securities pursuant to a trustindenture dated Apr. 27, 1995 (the “Document”). William Blair & Companyis “Placement Agent” distributing the Securities through The DepositoryTrust Company (“DTC”). To induce DTC to accept the Securities aseligible for deposit at DTC and to act in accordance with its Rules withrespect to the Securities, Issuer and Trustee make the followingrepresentations to DTC:

1. Prior to closing on the Securities on July, 1995 there shall bedeposited with DTC one Security certificate registered in the name ofDTC's nominee Cede & Co. for each stated maturity of the Securities inthe face amounts set forth on Schedule A hereto, the total of whichrepresents 100% of the principal amount of such Securities. If, however,the aggregate principal amount of any maturity exceeds $150 million, onecertificate will be issued with respect to each $150 million ofprincipal amount and an additional certificate will be issued withrespect to any remaining principal amount. Each $150 million certificateshall bear the following legend:

Unless this certificate is presented by an authorized representative ofThe Depository Trust Company, a New York corporation (“DTC”), to Issueror its agent for registration of transfer, exchange, or payment, and anycertificate issued is registered in the name of Cede & Co. or in suchother name as is requested by an authorized representative of DTC (andany payment is made to Cede & Co. or to such other entity as isrequested by an authorized representative of DTC), ANY TRANSFER, PLEDGE,OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ISWRONGFUL inasmuch as the registered owner hereof, Cede & Co., has aninterest herein.

2. In the event of any solicitation of consents from or voting byholders of the Securities, Issuer or Trustee shall establish a recorddate for such purposes (with no provision for revocation of consents orvotes by subsequent holders) and shall, to the extent possible, sendnotice of such record date to DTC not less than 15 calendar days inadvance of such record date. Notices to DTC pursuant to this Paragraphby telecopy shall be sent to DTC's Reorganization Department at (212)709-6896 or (212) 709-6897, and receipt of such notices shall beconfirmed by telephoning (212) 709-6870. Notices to DTC pursuant to thisParagraph by mail or by any other means shall be sent to DTC'sReorganization Department as indicated in Paragraph 4.

3. In the event of a full or partial redemption, Issuer or Trustee shallsend a notice to DTC specifying: (a) the amount of the redemption orrefunding; (b) in the case of a refunding, the maturity date(s)established under the refunding; and (c) the date such notice is to bemailed to security holders or published (the “Publication Date”). Suchnotice shall be sent to DTC by a secure means (e.g., legible telecopy,registered or certified mail, overnight delivery) in a timely mannerdesigned to assure that such notice is in DTC's possession no later thanthe close of business on the business day before or, if possible, twobusiness days before the Publication Date. Issuer or Trustee shallforward such notice either in a separate secure transmission for eachCUSIP number or in a secure transmission for multiple CUSIP numbers (ifapplicable) which includes a manifest or list of each CUSIP numbersubmitted in that transmission. (The party sending such notice shallhave a method to verify subsequently the use of such means and thetimeliness of such notice.) The Publication Date shall be not less than30 days nor more than 60 days prior to the redemption date or, in thecase of an advance refunding, the date that the proceeds are depositedin escrow. Notices to DTC pursuant to this Paragraph by telecopy shallbe sent to DTC's Call Notification Department at (516) 227-4039 or (516)227-4190. If the party sending the notice does not receive a telecopyreceipt from DTC confirming that the notice has been received, suchparty shall telephone (516) 227-4070, Notices to DTC pursuant to thisParagraph by mail or by any other means shall be sent to:

Manager; Call Notification Department

The Depository Trust Company

711 Stewart Avenue

Garden City, N.Y. 11530-4719

4. In the event of an invitation to tender the Securities, notice byIssuer or Trustee to Security holders specifying the terms of the tenderand the Publication Date of such notice shall be sent to DTC by a securemeans in the manner set forth in the preceding Paragraph. Notices to DTCpursuant to this Paragraph and notices of other corporate actions(including mandatory tenders, exchanges, and capital changes) bytelecopy shall be sent to DTC's Reorganization Department at (212)709-1093 or (212) 709-1094, and receipt of such notices shall beconfirmed by telephoning (212) 709-6884. Notices to DTC pursuant to theabove by mail or by any other means shall be sent to:

Manager; Reorganization Department

Reorganization Window

The Depository Trust Company

7 Hanover Square; 23^(nd) Floor

New York, N.Y. 10004-2695

5. All notices and payment advices sent to DTC shall contain the CUSIPnumber of the Securities.

6. Trustee shall send DTC written notice with respect to the dollaramount per $1,000 original face value (or other minimum authorizeddenomination if less than $1,000 face value) payable on each paymentdate allocated as to the interest and principal portions thereofpreferably 5, but not less than 2, business days prior to such paymentdate. Such notices, which shall also contain the current pool factor andTrustee contact's name and telephone number, shall be sent by telecopyto DTC's Dividend Department at (212) 709-1723, or if by mail or by anyother means to:

Manager; Announcements

Dividend Department

The Depository Trust Company

7 Hanover Square; 22^(rd) Floor

New York, N.Y. 10004-2695

8. Interest payments and principal payments that are part of periodicprincipal-and-interest payments shall be received by Cede & Co., asnominee of DTC, or its registered assigns in same-day funds on eachpayment date (or the equivalent in accordance with existing arrangementsbetween Issuer or Trustee and DTC). Such payments shall be made payableto the order of Cede & Co. Absent any other existing arrangements, suchpayments shall be addressed as follows:

Manager; Cash Receipts

Dividend Department

The Depository Trust Company

7 Hanover Square; 24th Floor

New York, N.Y. 10004-2695

9. [Note: Issuer must represent one of the following, and cross out theother:]

Securities Eligible for DTC's Same-Day Funds Settlement (“SDFS”) System.

Other principal payments (redemption payments) shall be made in same-dayfunds by Trustee in the manner set forth in the SDFS Paying AgentOperating Procedures, a copy of which previously has been furnished toTrustee.

Note 1

The Certificates evidence undivided fractional interests in K.C. ABBE®Trust 1995-1, a special purpose grantor trust (the “Trust”). The Trusthas been created and will be governed by the terms of an Amended andRestated Trust Agreement, dated as of Apr. 27, 1995, between Scribcor,Inc. (the “Grantor”) and the First National Bank of Chicago, as Trustee(the “Trustee”). The Property of the Trust will consist of: (i) aterm-of-years real property interest expiring on Dec. 31, 2009 (the“Term Interest”) in and to the Old American Life Insurance Building, athree-story commercial office building located at 4900 Oak Street inKansas City, Mo., (ii) the right, as Landlord, to receive all paymentsto be made on and after Aug. 1, 1995, by the Tenant of the Propertyunder the terms of a Lease, dated as of Dec. 29, 1989, as amended, and(iii) the right to all monies and securities deposited or required to bedeposited with the Trustee pursuant to any term of the Trust Agreement.Monthly payments with respect to the Certificates will represent apass-through of monthly rental payments to be made by the Tenantpursuant to the Lease, and, as such, such payments will not be comprisedof principal and/or interest components. For Federal income taxpurposes, payments with respect to Certificates will constitute ordinaryincome in the hands of Certificateholders, subject to cost recoverydepreciation deductions with respect to the Term Interest taken ratablyover the 14-year term of the Term Interest.

10. DTC may direct Issuer or Trustee to use any other number or addressas the number or address to which notices or payments of interest orprincipal may be sent.

11. In the event of a redemption, acceleration, or any other similartransaction (e.g., tender made and accepted in response to Issuer's orTrustee's invitation) necessitating a reduction in the aggregateprincipal amount of Securities outstanding or an advance refunding ofpart of the Securities outstanding, DTC, in its discretion: (a) mayrequest Issuer or Trustee to issue and authenticate a new Securitycertificate; or (b) may make an appropriate notation on the Securitycertificate indicating the date and amount of such reduction inprincipal except in the case of final maturity, in which case thecertificate will be presented to Issuer or Trustee prior to payment, ifrequired.

12. In the event that Issuer determines that beneficial owners ofSecurities shall be able to obtain certificated Securities, Issuer orTrustee shall notify DTC of the availability of certificates. In suchevent, Issuer or Trustee shall issue, transfer, and exchangecertificates in appropriate amounts, as required by DTC and others.

13. DTC may discontinue providing its services as securities depositorywith respect to the Securities at any time by giving reasonable noticeto Issuer or Trustee (at which time DTC will confirm with Issuer orTrustee the aggregate principal amount of Securities outstanding). Undersuch circumstances, at DTC's request Issuer and Trustee shall cooperatefully with DTC by taking appropriate action to make available one ormore separate certificates evidencing Securities to any DTC Participanthaving Securities credited to its DTC accounts.

14. Issuer: (a) understands that DTC has no obligation to, and will not,communicate to its Participants or to any person having an interest inthe Securities any information contained in the Security certificate(s);and (b) acknowledges that neither DTC's Participants nor any personhaving an interest in the Securities shall be deemed to have notice ofthe provisions of the Security certificates by virtue of submission ofsuch certificate(s) to DTC.

15. Nothing herein shall be deemed to require Trustee to advance fundson behalf of Issuer.

Very truly yours, By:                                         (Authorized Officer) By:                                         (Authorized Officer)

Notes:

A. If there is a Trustee (as defined in this Letter of Representations),Trustee as well as Issuer must sign this Letter. If there is no Trustee,in signing this Letter, Issuer itself undertakes to perform all of theobligations set forth herein.

B. Schedule B contains statements that DTC believes accurately describeDTC, the method of effecting book-entry transfers of securitiesdistributed through DTC, and certain related matters.

Received and Accepted

THE DEPOSITORY TRUST COMPANY By:                                         cc: Underwriter   Underwriter's Counsel

SCHEDULE A (Describe Issue) CUSIP Principal Amount Maturity DateInterest Rate

To be determined; will advise DTC once finalized.

SPECIMEN 6

Copy No.            CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM DATED: MAY4, 1995 K. C. LURE ® TRUST 1995-1 $2,150,000 Certificates                                                            

This Confidential Private Placement Memorandum relates to the offeringand sale of $2,150,000 aggregate amount of certificates (the“Certificates”) evidencing undivided fractional interests in K.C. LURE®Trust 1995-1, a special purpose grantor trust (the “Remainder Trust”).The Remainder Trust will be created and governed by the terms of a TrustAgreement, dated as of Apr. 27, 1995, between Scribcor, Inc. (the“Seller”) and The First National Bank of Chicago, as Trustee (the“Trustee”). The property of the Remainder Trust will consist of acurrent, fully vested unencumbered remainder interest in fee simple inreal property (the “LURE® Interest”) comprised of the Old American LifeInsurance Building, a three story commercial office building located at4900 Oak Street in the Country Club Plaza district of Kansas City, Mo.(the “Property”). Following expiration in 2009 of an underlyingterm-of-years to be purchased by an institutional investor, theRemainder Trust will hold fee simple title to the Property.

The Property has been leased to Old American Life Insurance Company foran initial term expiring in 2009, and the obligations of Old AmericanLife Insurance Company under the Lease have been guaranteed by KansasCity Life Insurance Company, a Missouri company (the “Lease Guarantor”).

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGHDEGREE OF RISK (SEE “RISK FACTORS AND OTHER CONSIDERATIONS”). INVESTORSWILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTANDTHE TERMS OF THIS OFFERING.

This Confidential Private Placement Memorandum is submitted inconnection with the private placement of Certificates and may not bereproduced or used for any other purpose. The Seller reserves the rightto accept or reject any subscriptions.

THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “ACT”), THE ILLINOIS SECURITIES LAW OF 1953, ASAMENDED, OR ANY OTHER STATE SECURITIES LAW. THIS PRIVATE OFFERINGMEMORANDUM HAS NOT BEEN REVIEWED BY THE SECURITIES AND EXCHANGECOMMISSION, THE ILLINOIS SECURITIES DEPARTMENT OR ANY OTHER GOVERNMENTALAUTHORITY PRIOR TO ITS ISSUANCE AND USE. NEITHER THE SECURITIES ANDEXCHANGE COMMISSION, THE ILLINOIS SECURITIES DEPARTMENT NOR ANY OTHERGOVERNMENTAL AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THISOFFERING MEMORANDUM OR ENDORSED THE MERITS OF THIS OFFERING. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Selling Commissions Proceeds to the Offering Price (1) Seller PerCertificate $50,000.00 $-0- $50,000.00 Total $2,150,000.00 $-0-$2,150,000.00

(1) The Certificates will be offered and sold by the Seller on a bestefforts basis and no sales commissions will be paid. The Seller will bereimbursed for legal, accounting, printing and other organizationalexpenses associated with the organization of the Remainder Trust and theoffering made hereby which expenses are currently estimated to beapproximately $100,000. See “SOURCES AND USES OF FUNDS.”

® Copyright 1995 Graff/Ross Holdings, an affiliate of the Seller—Allrights reserved. LURE® is a registered trademark of Graff/Ross Holdings.

THE INFORMATION CONTAINED IN THIS MEMORANDUM IS CONFIDENTIAL ANDPROPRIETARY TO THE SELLER AND THE TRUST AND IS BEING SUBMITTED TOPROSPECTIVE INVESTORS IN THE TRUST SOLELY FOR SUCH INVESTORS'CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT THE PRIORWRITTEN PERMISSION OF THE TRUST AND THE SELLER, SUCH PERSONS WILL NOTRELEASE THIS DOCUMENT OR DISCUSS THE INFORMATION CONTAINED HEREIN ORMAKE REPRODUCTIONS OF OR USE THIS MEMORANDUM FOR ANY PURPOSE OTHER THANEVALUATING A POTENTIAL INVESTMENT IN THE SECURITIES OFFERED HEREBY.

A PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREESPROMPTLY TO RETURN TO THE SELLER THIS MEMORANDUM AND ANY OTHER DOCUMENTSOR INFORMATION FURNISHED IF THE PROSPECTIVE INVESTOR ELECTS NOT TOPURCHASE ANY OF THE SECURITIES OFFERED HEREBY.

THE CERTIFICATES ARE BEING OFFERED ONLY TO PERSONS MEETING THEREQUIREMENTS SET FORTH UNDER “INVESTOR SUITABILITY” WHO ARE PURCHASINGFOR INVESTMENT AND NOT FOR RESALE. THIS PRIVATE OFFERING MEMORANDUM DOESNOT CONSTITUTE AN OFFER TO ANY OTHER PERSON.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANYREPRESENTATION, OTHER THAN THOSE CONTAINED IN THIS OFFERING MEMORANDUM,IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCHINFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEENAUTHORIZED BY THE SELLER OR THE SELLERS.

THIS MEMORANDUM CONTAINS ONLY A SUMMARY OF CERTAIN PROVISIONS OF THETRUST AGREEMENT AND OTHER DOCUMENTS AFFECTING THE TRANSACTION. INVESTORSAND THEIR REPRESENTATIVES ARE URGED TO REVIEW CAREFULLY THE TRUSTAGREEMENT AND SUCH OTHER DOCUMENTS. THE TRUST AGREEMENT (AS OF THE DATEOF THIS MEMORANDUM) IS ATTACHED AS EXHIBIT A HERETO. ALL OTHER DOCUMENTSRELATING TO THIS INVESTMENT (AND ANY ADDITIONAL INFORMATION THAT ISAVAILABLE) WILL BE MADE AVAILABLE TO THE OFFEREE UPON REQUEST. SEE“ADDITIONAL INQUIRIES.”

THIS MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALLTHE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATINGAN INVESTMENT IN CERTIFICATES. EACH INVESTOR MUST CONDUCT AND RELY ONITS OWN EVALUATION OF THE SELLER AND THE TERMS OF THE OFFERING,INCLUDING THE MERITS AND RISKS INVOLVED, IN MAKING AN INVESTMENTDECISION WITH RESPECT TO THE SECURITIES OFFERED HEREBY. SEE “RISKFACTORS” FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDEREDIN CONNECTION WITH THE PURCHASE OF THE SECURITIES OFFERED HEREBY.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATIONOF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTIONWHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER ORSOLICITATION. EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS ASOF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALEMADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATIONTHAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE SELLER AFTER THEDATE HEREOF.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OTHER THAN THATCONTAINED IN THIS MEMORANDUM, OR TO MAKE ANY REPRESENTATIONS INCONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCHOTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVINGBEEN AUTHORIZED BY THE TRUST OR THE SELLER. THE SELLER AND THE TRUSTDISCLAIM ANY AND ALL LIABILITIES FOR REPRESENTATIONS OR WARRANTIES,EXPRESSED OR IMPLIED, CONTAINED IN, OR OMISSIONS FROM, THIS MEMORANDUMOR ANY OTHER WRITTEN OR ORAL COMMUNICATION OR TRANSMISSION MADEAVAILABLE TO THE RECIPIENT.

EACH PROSPECTIVE INVESTOR, AT ITS OWN EXPENSE, SHOULD CONSULT ITS OWNCOUNSEL, ACCOUNTANTS, PURCHASE REPRESENTATIVES AND OTHER ADVISORSCONCERNING THE LEGAL, TAX, INVESTMENT AND OTHER CONSIDERATIONS REGARDINGA PURCHASE BY SUCH PROSPECTIVE INVESTOR OF THE SECURITIES OFFEREDHEREBY.

EACH PROSPECTIVE INVESTOR SHOULD THOROUGHLY REVIEW THIS MEMORANDUM ANDEACH OF THE EXHIBITS ATTACHED HERETO BEFORE DECIDING TO SUBSCRIBE FORANY OF THE SECURITIES OFFERED HEREBY. A COPY OF EACH OF THE DOCUMENTSREFERRED TO HEREIN IS INCLUDED AMONG THE EXHIBITS ATTACHED HERETO OR ISAVAILABLE, UPON REQUEST, FOR INSPECTION AT THE OFFICES OF THE SELLER.

EACH PROSPECTIVE INVESTOR AND ITS PURCHASER REPRESENTATIVE SHALL BEGIVEN, UPON REQUEST, THE OPPORTUNITY TO ASK QUESTIONS OF, AND TO RECEIVEANSWERS FROM, THE SELLER CONCERNING THE OFFERING AND TO OBTAIN ANYADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THEINFORMATION CONTAINED HEREIN, TO THE EXTENT THAT SUCH INFORMATION ISAVAILABLE WITHOUT UNREASONABLE EFFORT OR EXPENSE.

FOR RESIDENTS OF ALL STATES:

THE CERTIFICATES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH ORAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATESECURITIES AGENCY. THIS IS A PRIVATE OFFERING PURSUANT TO EXEMPTIONSPROVIDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, ANDAPPLICABLE STATE SECURITIES LAWS. NEITHER THE SECURITIES AND EXCHANGECOMMISSION NOR ANY STATE AGENCY HAS PASSED UPON THE VALUE OF THESESECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED ORDISAPPROVED THIS OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OFTHIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE. THIS PRIVATE OFFERING MEMORANDUM, DOES NOT CONSTITUTE AN OFFEROR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER ORSOLICITATION IS UNLAWFUL.

FOR RESIDENTS OF FLORIDA:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIESACT IN RELIANCE UPON EXEMPTION PROVISIONS CONTAINED THEREIN. SECTION517.061(11)(a)(5) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT(THE “FLORIDA ACT”) PROVIDES THAT ANY PURCHASER OF SECURITIES IN FLORIDAWHICH ARE EXEMPTED FROM REGISTERED UNDER SECTION 517.061(11) OF THEFLORIDA ACT MAY WITHDRAW HIS SUBSCRIPTION AGREEMENT AND RECEIVE A FULLREFUND OF ALL MONIES PAID, WITHIN THREE BUSINESS DAYS AFTER HE TENDERSCONSIDERATION FOR SUCH SECURITIES. THEREFORE, ANY FLORIDA RESIDENT WHOPURCHASES SECURITIES IS ENTITLED TO EXERCISE THE FOREGOING STATUTORYRESCISSION RIGHT WITHIN THREE BUSINESS DAYS AFTER TENDERINGCONSIDERATION FOR THE SECURITIES BY TELEPHONE, TELEGRAM, OR LETTERNOTICE TO THE SELLER AT 400 N. MICHIGAN AVENUE, SUITE 1200, CHICAGO,ILL. 60611. ANY TELEGRAM OR LETTER SHOULD BE SENT OR POSTMARKED PRIOR TOTHE END OF THE THIRD BUSINESS DAY. A LETTER SHOULD BE MAILED BYCERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE ITS RECEIPT AND TOEVIDENCE THE TIME OF MAILING. ANY ORAL REQUEST SHOULD BE CONFIRMED INWRITING.

K. C. LURE ® TRUST 1995-1 $2,150,000 Certificates TABLE OF CONTENTS PageSUMMARY OF THE OFFERING 474 INVESTOR SUITABILITY 481 OFFERING TERMS 483ESTIMATED SOURCES AND USES OF FUNDS 485 RISK FACTORS AND OTHERCONSIDERATIONS 488 THE LURE INTEREST 491 THE REMAINDER TRUST 495 THEBUILDING AND THE PROPERTY 503 THE LEASE 505 THE LEASE GUARANTOR 506FEDERAL INCOME TAX MATTERS 506 REPORTS TO CERTIFICATEHOLDERS 508ADDITIONAL INQUIRIES 508 LEGAL MATTERS 508

EXHIBITS:

CERTIFICATE SUBSCRIPTION AGREEMENT AND SUITABILITY STATEMENT

Exhibit A

FORM OF REAL ESTATE ACQUISITION AGREEMENT

Exhibit B

FORM OF TRUST AGREEMENT

Exhibit C

SUMMARY OF LEASE PROVISIONS

Exhibit D

KANSAS CITY LIFE INSURANCE COMPANY

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DEC. 31, 1994

Exhibit E

SUMMARY OF THE OFFERING

The following summary is qualified in its entirety by the detailedinformation appearing elsewhere in this Private Offering Memorandum.Certain capitalized terms used in this summary are defined elsewhere inthis Private Offering Memorandum.

The Certificates

The Certificates offered hereby evidence undivided fractional interestsin K.C. LURE® Trust 1995-1, a special purpose grantor trust (the“Remainder Trust”). The Remainder Trust will be created and governed bythe terms of a Trust Agreement, dated as of Apr. 27, 1995, betweenScribcor, Inc. (the “Seller”) and The First National Bank of Chicago, asTrustee (the “Trustee”). The property of the Remainder Trust willconsist of a current, fully vested unencumbered remainder interest infee simple in real property (the “LURE® Interest”) comprised of the OldAmerican Life Insurance Building, a three story commercial officebuilding located at 4900 Oak Street in the Country Club Plaza districtof Kansas City, Mo. (the “Property”). Following expiration in 2009 of anunderlying term-of-years to be purchased by an institutional investor,the Remainder Trust will hold fee simple title to the Property.

The Remainder Trust

The Remainder Trust is a special purpose grantor trust created andgoverned by the terms of a Trust Agreement, dated as of Apr. 27, 1995(the “Trust Agreement”), between the Seller and the Trustee. The Sellerhas established the Remainder Trust by selling and assigning the LURE®Interest to the Remainder Trust in exchange for $2,150,000. Prior tosuch sale and assignment, the Remainder Trust had no assets orobligations or any operating history. The Remainder Trust will notengage in any activity other than acquiring and holding the LUREInterest and issuing the Certificates pursuant to the Trust Agreement.

The LURE® Interest

The LURE® Interest is a real property interest and constitutes acurrent, fully vested unencumbered remainder interest in fee simple inand to the Property. Following termination in 2009 of an underlyingterm-of-years held by an institutional investor, the Remainder Trustwill hold fee simple absolute title to the Property, free and clear ofany underlying indebtedness.

Property Acquisition and Bridge Financing

On May 4, 1995, the Seller completed the acquisition of fee simple titleto the Property for a purchase price of $10,445,000. The Propertyconsists of a 94,149 square foot office building (the “Building”)situated on a 2.091 acre parcel in the Country Club Plaza District ofKansas City, Mo. The Country Club Plaza District is locatedapproximately 4.5 miles south of Downtown Kansas City. The Building wasconstructed in 1960 and substantial renovations were completed on theBuilding in 1992.

In completing the acquisition of the Property, Seller caused theprevious owner of the Property to “split” the fee simple ownership ofthe Property by simultaneously (a) conveying to a single purpose grantortrust (the “Term Trust”) a term-of-years real property interest in theProperty (the “Term Interest”), which Term Interest will terminate onDec. 31, 2009, and (b) conveying to the Remainder Trust the LURE®)Interest, which will entitle the Remainder Trust, upon termination ofthe Term Interest on Dec. 31, 2009, to a fee simple interest in theProperty.

The Seller established the Term Trust by assigning and selling the TermInterest to the Term Trust in exchange for $8,295,000, which amount wascontributed to the Term Trust by K.C. ABBE Holdings, L.L.C.(“Holdings”), a Delaware limited liability company, the sole members(equity holders) of which are principals or affiliates of the Seller orspouses thereof. Holdings was formed to facilitate the purchase of theProperty pending completion of a private placement to institutionalinvestors of certificates representing beneficial interests in the TermTrust (the “Term Trust Certificates”). Holdings financed its purchase ofthe beneficial interest in the Term Trust representing the Term Interestby incurring bank indebtedness in the amount of $8,295,000, whichindebtedness and accrued interest thereon will be discharged with theproceeds of the offering of the Term Trust Certificates. See “ESTIMATEDSOURCES AND USES OF FUNDS” and “THE TRUST AGREEMENT.”

Investment Characteristics of the LURE® Interest

The LURE® Interest to be acquired by the Remainder Trust is similar inmany respects to a zero-coupon security, with payment “at maturity”occurring in 2009 at the expiration of the underlying term-of-years inthe form of unencumbered fee simple absolute title to the Property.However, unlike the holder of a zero-coupon debt security, the RemainderTrust will not be subject to taxation of imputed interest on, orappreciation of, the LURE® Interest during the underlying term-of years.

During the Term Interest expiring in 2009, the Term Trust will receiveall net rental cash flow from the Property and will be responsible forall expenditures associated with conservation of the investment value ofthe Property, including maintenance, taxes, insurance, etc. TheRemainder Trust will receive no financial benefits during theterm-of-years and, correspondingly, will not be subject to anyproperty-related expenditures during this period. The beneficiaries ofthe Term Trust will not have any financial claims against the RemainderTrust, as holder of the corresponding LURE® Interest, or any claims toany of the economic benefits to be derived from the Property followingexpiration of the term-of-years in 2009. Accordingly, upon theexpiration of the term-of-years in 2009, the Remainder Trust, as holderof the LURE® Interest, will hold fee simple absolute title to theProperty, free and clear of any underlying indebtedness. See “THE LURE®INTEREST.”

The Lease

Pursuant to the terms of a Lease, dated as of Dec. 29, 1989, as amended(the “Lease”), the Property has been leased to Old American LifeInsurance Company (the “Tenant”) for an initial term expiring in 2009.The Lease is a so-called “triple net” lease, with Tenant assumingresponsibility for taxes, insurance and operating expenses, obligationsfor repair and maintenance, and certain condemnation and casualty risksassociated with the Building. See “THE LEASE.”

The Lease Guarantor

The obligations of the Tenant under the Lease have been guaranteed byKansas City Life Insurance Company (“Kansas City Life” or the “LeaseGuarantor”). Kansas City Life and its wholly owned subsidiaries issueand market a full line of universal life, term and traditional wholelife insurance and accident and health insurance products. For the yearended Dec. 31, 1994, Kansas City Life had consolidated revenues in theamount of $393.5 million, pre-tax income of $56.9 million and net incomeof $37.4 million. At Dec. 31, 1994, the Lease Guarantor had total assetsof $2.7 billion and total stockholders' equity of $343.7 million. See“THE LEASE GUARANTOR.”

Certain Tax Matters

In the opinion of Kirkland & Ellis, special tax counsel to the Seller,the Remainder Trust will be classified for Federal income tax purposesas a grantor trust and not as an association taxable as a corporation.Accordingly, each holder of a Certificate will be subject to Federalincome taxation as if it owned directly its proportionate interest ineach asset owned by the Trust. See “FEDERAL INCOME TAX MATTERS.”

The Seller and Affiliates

Scribcor, Inc. (the “Seller”) is the grantor of the Remainder Trust andan affiliate of Electrum Partners L.L.C (“Electrum”), a newly-formedIllinois limited liability company. Principals of Electrum have beenengaged for over the past three years in developing the proprietarysoftware and technology associated with originating and pricing the termand residual components of commercial real estate.

The principal officers and majority owners of Electrum are Richard M.Ross, Jr. and Richard A. Graff.

Mr. Ross is President of Scribcor, Inc., and has been associated withScribcor in various administrative capacities since 1971. Scribcor,founded in 1891, is a privately-held firm focusing on management,leasing and consulting in the Chicago commercial and industrial realestate market. During his 24-year tenure with Scribcor, Mr. Ross hasdirected complex transactions for major institutional clients, includingsite acquisition, financing, office relocation, development consultingand property management. He has provided confidential consultingservices to numerous major corporations. Mr. Ross is a graduate ofDenison University and holds an MBA in Finance from the University ofChicago. He is a member of the American Society of Real EstateCounselors (ASREC) and the Urban Land Institute.

Over the last nine years, Mr. Graff developed the investment theory andlegal structure that forms the basis for the Seller's proprietaryfinancial technology. Mr. Graff is a graduate of the MassachusettsInstitute of Technology. He holds MA and Ph.D. degrees in mathematicsfrom Princeton University and an MBA in Finance from the University ofChicago. He is an author of several widely recognized articles oninnovations in real estate finance and investments that have appeared orare scheduled to appear in various professional and academic real estateand financial publications.

The Offering

$2,150,000 aggregate amount of Certificates are being offered hereby ata subscription price of $50,000 per Certificate to persons who satisfythe investor suitability requirements described under the caption“Investor Suitability.” The minimum subscription for each investor isone Certificate. The Seller may, in its sole discretion, elect to acceptsubscriptions for fractional Certificates.

The offering period will commence on the date of this OfferingMemorandum and will terminate on or before Jun. 1, 1995, unless extendedby the Seller to a date not later than Dec. 31, 1995 (such period,including any extensions, is referred to herein as the “Offering Period”and the date on which the Offering Period terminates, or any earlierdate on which the offering may be terminated, is referred to herein asthe “Offering Closing Date”). The Seller may terminate the offering atany time and will have sole discretion regarding the acceptance orrejection of any subscription. A subscriber has no right to withdraw itsinvestment during the Offering Period.

Risk Factors and Conflicts of Interest

An investment in the Certificates involves certain risks and conflictsof interest. See “Risk Factors and Other Considerations” and “Conflictsof Interest.”

Investor Suitability

Certificates will be offered and sold solely to “accredited investors”,as such term is defined under Rule 501 of Regulation D under theSecurities Act of 1933, as amended. Generally, “accredited investors”include banks and savings and loan institutions (whether acting in theirindividual capacity or in a fiduciary capacity), registered brokers anddealers, insurance companies, registered investment companies, certainqualified employee benefit plans and natural persons (a) whoseindividual net worth, or joint net worth with that person's spouse, atthe time of purchase exceeds $1,000,000 or (b) who had an individualincome in excess of $200,000 in each of the two most recent years orjoint income with that person's spouse in excess of $300,000 in each ofthose years and has a reasonable expectation of reaching the same incomelevels in the current year. Each purchaser of Certificates will also berequired to represent, among other things, that it is acquiringCertificates solely for investment purposes and not for resale ordistribution.

Organization

The structure of the transaction described hereby will be as set forthin the diagram below:

INVESTOR SUITABILITY

An investment in the Certificates involves a high degree of risk and issuitable only for persons who understand the merits and risks involvedand who have financial resources sufficient to bear the economic risksof investing in the Seller. The Certificates are being offered withoutregistration under the Securities Act of 1933, as amended (the “Act”),pursuant to the exemptions provided by Regulation D thereunder.

An investment in Certificates is available only to prospective investorswho meet the requirements described below or who the Sellers otherwisedetermine to be suitable investors.

Each subscriber for Certificates must represent that he:

(a) has an individual net worth, or joint net worth with his spouse, inexcess of $1,000,000; or has had an individual income in excess of$200,000 in each of the two most recent years or joint income with hisspouse in excess of $300,000 in each of those years and has a reasonableexpectation of reaching the same income level in the current year; orotherwise qualifies as an “Accredited Investor” as that term is definedin Rule 501 (a) of Regulation D to the Securities Act of 1933, asamended;

(b) has an overall commitment to investments which are not readilymarketable that is reasonable in relation and not disproportionate tohis net worth and his investment in the Certificates will not cause suchoverall commitment to become excessive, and the investment in theCertificates will not exceed 20% of the subscriber's net worth(exclusive of principal residence, furnishings and automobiles);

(c) is willing and able to bear the economic risk of an investment inthe Certificates, has no need for liquidity with respect to thisinvestment and is able to sustain a complete loss of his investment inthe Certificates;

(d) has read this Confidential Private Placement Memorandum for purposesof evaluating the risks of investing in the Certificates;

(e) has such knowledge and experience in financial and business matters,in general, and in health care investments, in particular, to believethat he is capable of evaluating the merits and risks of an investmentin the Certificates;

(f) is purchasing Certificates for his own account, for investment, andnot with a view to resale; and

(g) is a United States citizen or is treated as a United States citizenfor federal income tax purposes.

The foregoing is a summary of certain of the investor suitability andother requirements set forth in the Subscription Agreement andSuitability Statement included as Exhibit A hereto. The investorsuitability requirements set forth above represent minimum suitabilityrequirements for prospective purchasers and the satisfaction of suchstandards by a prospective purchaser does not necessarily mean that theCertificates are a suitable investment for such purchaser. The Seller,in circumstances it considers appropriate, may modify such requirements(including the “Accredited Investor” requirement), without notice, forany reason.

The foregoing representations will be reviewed to determine thesuitability of prospective purchasers, and the Seller will have theright to refuse a subscription for a Certificate or Certificates if inits sole discretion it believes that the prospective purchaser does notmeet the suitability requirements or that the Certificates are otherwisean unsuitable investment for the prospective purchaser. The Seller willhave sole discretion regarding the acceptance or rejection of anysubscription to purchase Certificates.

It is anticipated that comparable suitability standards will be imposedby the Seller in connection with any resales of the Certificates; anysuch resale is subject to various restrictions and consequences. See“Transfers”.

In the event that the Seller or one or more affiliates of the Sellerpurchase unsold Certificates, certain of the provisions set forth abovemay be waived provided that such purchase will not result in the loss ofan applicable securities law exemption. Any resale of such unsoldCertificates, however, will be made only to persons meeting theforegoing criteria.

OFFERING TERMS

The Seller is offering hereby a total of approximately 43 Certificates.The Certificates are being offered at a purchase price of $50,000 perCertificate. The purchase price will be payable in full uponsubscription. The minimum subscription is one Certificate, although theSeller reserves the right, in its sole discretion, to acceptsubscriptions for fractional Certificates.

Except as provided below, the Certificates will be sold only to suchpersons who meet the suitability standards set forth under “InvestorSuitability.” The Certificates will be sold by the Seller on a bestefforts basis and no commissions will be payable in connectiontherewith.

The offering period will terminate on or before Jun. 1, 1995, unlessextended to a date not later than Dec. 31, 1995 (the “Offering Period”).The Seller may terminate the offering at any time.

Each prospective investor who wishes to purchase Certificates mustcomplete, execute and deliver to the Seller, at the address set forththerein, a Subscription Agreement and Suitability Statement (the“Subscription Agreement”). The Subscription Agreement contains a powerof attorney authorizing the Seller to sign certain documents on behalfof the subscriber. A subscriber will have no right to withdraw hissubscription after the acceptance thereof by the Seller. Except asdescribed under the caption “Additional Inquiries,” no party has beenauthorized to give any information or to make any representations otherthan those contained in this Offering Memorandum, and any suchrepresentations may not be relied upon.

ACQUISITION OF PROPERTY AND BRIDGE FINANCING

On May 4, 1995, the Seller completed the acquisition of fee simple titleto the Property for a purchase price of $10,445,000. In completing theacquisition of the Property, the Seller caused the previous owner of theProperty to “split” the fee simple ownership of the Property bysimultaneously (a) conveying or causing to be conveyed to the Term Trustthe Term Interest expiring on Dec. 31, 2009 and (b) conveying or causingto be conveyed to the Remainder Trust, in exchange for $2,150,000, aremainder interest in the Property, which remainder interest willentitle the beneficiaries of the Remainder Trust, upon termination ofthe Term Interest on Dec. 31, 2009, to a fee simple interest in theProperty.

The Seller established the Term Trust by assigning and selling the TermInterest to the Term Trust in exchange for $8,295,000, which amount wascontributed to the Term Trust by K.C. ABBE Holdings, L.L.C.(“Holdings”), a Delaware limited liability company of which the solemembers (equity holders) are principals or affiliates of the Seller orspouses thereof. Holdings was formed to facilitate the purchase of theProperty pending completion of a private placement of certificatesevidencing beneficial interests in the Term Trust (the “Term TrustCertificates”). Holdings financed its purchase of the beneficialinterest in the Term Trust representing the Term Interest by incurringbank indebtedness (the “Bridge Financing”) in the amount of $8,295,000,which indebtedness and accrued interest thereon will be discharged withthe anticipated proceeds of the offering of Term Trust Certificates. See“ESTIMATED SOURCES AND USES OF FUNDS.”

See Exhibit B hereto for a copy of the Purchase and Sale Agreement,dated as of Jan. 13, 1995 (the “Acquisition Agreement”), contemplatingthe purchase of the Property. The $10.445 million purchase pricerepresents a capitalization of the Building's operating income for theyear ended Dec. 31, 1994 at a rate of 8.93%, a capitalization ofprojected operating income for the year ending Dec. 31, 2000 at a rateof 10.27%, and a capitalization of projected operating income for theyear ending Dec. 31, 2005 at a rate of 11.81%

ESTIMATED SOURCES AND USES OF FUNDS

Set forth below is a summary of the estimated sources and uses of fundsin connection with the (a) purchase of the Property on May 4, 1995 bythe Seller for $10,455,000, utilizing the proceeds of the BridgeFinancing and the sale by the Seller of the LURE® Interest to theRemainder Trust for $2,150,000, and the issuance of the Certificates for$2,150,000 and organization of the Remainder Trust and (b) theorganization of the Term Trust and the proposed issuance of the TermTrust Certificates on or about Jul. 15, 1995. The information set forthbelow represents the best estimate of the Seller and is subject tochange.

Purchase of Subsequent Property and Issuance of Issuance of TermTrustCertificates Certificates SOURCES OF FUNDS: Proceeds from issuance andsale of $2,150,000 Certificates Proceeds from Bridge Financing$8,295,000 Proceeds from issuance and sale of $9,114,568 Term TrustCertificates (1) Lease Payments for the period May 4, 145,413 1995-June30, 1995 Other sources 371,250 12,633 TOTAL SOURCES OF FUNDS $10,816,250$9,272,614 USES OF FUNDS: Acquisition cost of Property $10,445,000 Realestate commissions payable in 121,875 connection with acquisition ofProperty Legal expenses and other closing costs 128,125 in connectionwith acquisition of the Property Bridge Financing commitment fee 21,250Repayment of Bridge Financing, $8,413,630 including accrued interestReimburse Scribcor, Inc. for Property 371,250 acquisition costs (2)Expenses payable in connection with 100,000 organization of Term TrustExpenses payable in connection with 100,000 organization of RemainderTrust and offering of beneficial interests therein Placement Agent Feepayable in 177,734 connection with issuance of Term Trust CertificatesTrustee fee 110,000 Other expenses 100,000 TOTAL USES OF FUNDS$10,816,250 $9,272,614

(1) Estimated solely for purposes of this presentation. The actualproceeds to be realized upon issuance of the Term Trust Certificateswill depend upon prevailing interest rates at the time of issuance ofthe Term Trust Certificates.

(2) The Seller will be reimbursed for all legal, accounting and filingfees related to the organization of the Remainder Trust, the Term Trust,the preparation of the Trust Agreement and this Offering Memorandum andrelated organizational expenses.

RISK FACTORS AND OTHER CONSIDERATIONS

The purchase of Certificates involves substantial risks for investors.In addition to general investment risks and the factors describedelsewhere herein, a prospective purchaser of Certificates shouldconsider the following factors.

Real Estate Investment Risks

An investment in Certificates will be subject to many of the risksgenerally associated with the ownership of unleveraged real property,including the possibility of adverse changes in national and localeconomic conditions; changes in rates of inflation; changes in the realestate investment climate; adverse changes in local market conditionsdue to changes in general or local economic conditions and neighborhoodcharacteristics; adverse changes in governmental rules and fiscalpolicies; natural disasters, including earthquakes and other factorswhich are beyond the control of the Seller. The success of an investmentin the Certificates will depend in large part upon the ability of theTrustee to re-lease the Property upon the completion of the TermInterest in 2009.

Condemnation Risk

As described below, under certain circumstances during the early yearsof the underlying Term Interest, a “taking” of the Property by means ofeminent domain or other governmental proceedings (a “condemnation”)resulting in a termination of the Lease could result in loss of all, ora significant portion, of a Certificateholder's investment.

If a condemnation affects more than 50% of the Building and, in Tenant'sreasonable judgment, renders the Building unsuitable for restoration forcontinued use and occupancy (a “Total Condemnation”), then Tenant isrequired to terminate the Lease and submit an irrevocable offer topurchase from the Term Trust (a) any remaining portion of the Buildingand (b) the right to receive the net proceeds, if any, payable inconnection with such condemnation. The purchase price shall be equal toten times the then-annual Base Rent payable under the Lease, whichamount will not be less than $9,326,500. In accordance with the terms ofthe Term Trust, the Term Trustee is required to accept such offer topurchase, and proceeds received by the Term Trust from the Tenant uponthe occurrence of a Total Condemnation are to be distributed, first, toholders of Term Trust Certificates solely to the extent of theapplicable Prepayment Amount, and second, if and only to the extent ofany remaining proceeds, to the Remainder Trustee for distribution toholders of Certificates. The applicable “Prepayment Amount” at any datewith respect to holders of Term Trust Certificates will be an amountgenerally equal to the present value of the then-remaining monthly leasepayments otherwise to be made under the Lease, discounted to the date ofprepayment at the Imputed Interest Rate. The “Imputed Interest Rate”with respect to the Term Trust Certificates is the annual pre-taxinterest rate which the holders of Term Trust Certificates applied, atthe time of initial issuance of the Term Trust Certificates, as thediscount rate to the stream of cash flows represented by payments to bemade during the Term Interest under the Lease.

Assuming an Imputed Interest Rate of 7.24%, the amount of the proceedsto be received upon a Total Condemnation will be generally equal to ornominally in excess of the then-applicable Prepayment Amount through theperiod ending Dec. 31, 1999. As a result, in the event of a TotalCondemnation during such period, holders of Certificates will notreceive a return of their initial investment and could incur asignificant loss. While the Seller believes that the probability of aTotal Condemnation under the Lease is remote, the occurrence of such anevent during the early years of the underlying Term Interest could havea material adverse effect upon the holders of Certificates.

No Operating History

The Remainder Trust is newly formed and has no operating history.

Achievement of Objectives

There can be no assurance that any or all of the principal objectives ofthe Remainder Trust as set forth under “Business” can be achieved. Anyreference to the objectives of the Seller should not be interpreted as aguarantee, representation or warranty.

Arbitrary Offering Price

The offering price of the Certificates offered hereby has beenarbitrarily determined by the Seller based primarily upon the estimatedcost of acquiring the LURE® Interest, the expenses to be paid as aresult of this offering, the cost of organizing the Remainder Trust andother matters. The offering price of the Certificates is no indicationof their value or the value of the assets which the Remainder Trust willacquire. No assurance is or can be given that any Certificates, iftransferable, could be sold for the offering price or for any amount.

Lack of Liquidity

There is no established market for the Certificates and the Seller doesnot anticipate that any market will develop. Consequently, holders maynot be able to liquidate their investment in the event of an emergencyor for other reasons. Purchase of a Certificate is therefore suitableonly for persons who have no need for liquidity with respect to theirinvestment and who are able to bear the economic risks of theirinvestments for an unlimited period of time.

Securities Law Aspects

The Certificates have not been registered under the Act or the IllinoisSecurities Act in reliance upon certain exemptions from registrationthereunder. The Seller believes that the offering presently qualifiesand, where appropriate, will continue to qualify under the exemptions.However, since the availability of certain of these exemptions is basedupon subjective factors, and in some instances the criteria forexemption are subject to reinterpretation by state or federal regulatoryagencies and courts, there can be no assurance that such exemptions willbe determined to be available.

THE LURE® INTEREST

Background

Academics and real estate finance specialists have generally acceptedthe notion that commercial real estate leased on a so-called “bondable”basis (i.e., obligating the tenant to pay, among other things, allmaintenance, insurance and tax expenses and to assume certaincondemnation, environmental and structural repair risks) tocredit-worthy tenants can be divided conceptually into two components: abond-equivalent component and a “residual”, or equity, component. Thebond-equivalent component represents the value on a net present valuebasis of the expected payments under the bondable lease, discounted at arate appropriate to the duration of the lease and the credit-worthinessof the tenant. The bond-equivalent component is comparable in manyrespects to an intermediate-term, non-callable fixed-income security. Incontrast, the “residual”, or equity, component represents the value ofcommercial real estate after the cash flows generated by thebond-equivalent component have been eliminated—i.e., the net presentvalue of the future right to occupy the real estate upon expiration ofthe term of the lease. Legally, the bond-equivalent component can besimulated by creating a term-of-years of a duration co-terminous withthe term of the triple-net lease, while the equity component in aparticular property represents a current, fully vested unencumberedremainder interest in fee simple title to such property. Thisunencumbered remainder interest will entitle the holder to futurepossession and control of the property on a debt-free basis followingthe termination of the underlying term-of-years.

Over the last four years, principals of Electrum have developedproprietary financial software to implement this debt/equity conceptualmodel of commercial real estate value. Electrum utilizes a proprietarypricing model comparable to that used to price and value fixed incomesecurities to appropriately price and value both the bond-equivalentcomponent of a commercial real estate asset and the residual equitycomponent of that asset.

Investment Characteristics of LURE® Interest

The LURE® Interest to be acquired by the Remainder Trust is similar inmany respects to a zero-coupon security, with payment “at maturity”occurring in 2009 at the expiration of the underlying term-of-years inthe form of unencumbered fee simple absolute title to the Property.However, unlike the holder of a zero-coupon debt security, holders ofCertificates, as beneficiaries of the Remainder Trust, will not besubject to taxation of imputed interest on, or appreciation of, theLURE® Interest during the underlying term-of-years.

In effecting the acquisition of the entire fee simple interest in theProperty pursuant to the Acquisition Agreement, Seller caused theprevious owner of the Property to “split” the fee simple ownership ofthe Property by simultaneously (a) conveying to the Term Trust aterm-of-years real property interest in the Property, whichterm-of-years interest will terminate on Dec. 31, 2009 and (b) conveyingto the Remainder Trust the LURE® Interest, which will entitle theholders of Certificates, as beneficiaries of the Remainder Trust, upontermination of the Term Interest on Dec. 31, 2009, to a fee simpleinterest in the Property.

The Seller has established the Remainder Trust by selling and assigningthe LURE® Interest to the Remainder Trust in exchange for $2.15 million.Prior to such sale and assignment, the Remainder Trust had no assets orobligations or any operating history. The Remainder Trust will notengage in any activity other than acquiring and holding the LUREInterest and issuing the Certificates.

During the term-of-years expiring in 2009, the Term Trust will receiveall net rental cash flow from the Property and will be responsible forall expenditures associated with conservation of the investment value ofthe Property, including maintenance, taxes, insurance, etc. TheRemainder Trust as holder of the LURE® Interest will receive nofinancial benefits during the term-of-years and, correspondingly, willnot be subject to any property-related expenditures during this period.The Term Trust will not have any financial claims against the RemainderTrust, as holder of the corresponding LURE® Interest, or any claims toany of the economic benefits to be derived from the Property followingexpiration of the term-of-years in 2009. Accordingly, upon theexpiration of the term-of-years in 2009, the Remainder Trust, as holderof the LURE® Interest, will be entitled, free of any underlyingindebtedness, to exclusive possession and control of the Property.

To illustrate the investment characteristics of the LURE® Interest, setforth below is an example of hypothetical investment returns to theRemainder Trust, assuming the LURE® Interest is held by the RemainderTrust until expiration of the underlying term-of-years in 2009:

Property Purchase Price: $10,455,000.

Valuation of Term-of Years and LURE® Interest: Assume that thebond-equivalent component entitled to receive the net cash flows fromthe Lease is sold to an institutional investor or investors. The priceof the LURE® Interest to the Remainder Trust equals the differencebetween the market value of the Property (plus fees and expensesassociated with the separation), less the cost of the bond-equivalentcomponent, or $2.15 million.

Investment Return: If the LURE® Interest is held to maturity (i.e.,until Dec. 31, 2009), the investment return on the LURE® Interest isdetermined by the value of the Property at the end of the term-of-years:

Assuming a 25% decline in the Property's market value over theinvestment period (to $7,841,250), then the LURE® Interest will yield acompound annual return of 9.22% and a total return of 264.71%.

Assuming no change in the Property's value over the investment period,then the LURE® Interest will yield a compound annual return of 11.38%and a total return of 386.28%.

Assuming a 25% increase in the Property's market value over theinvestment period (to $13,068,750), the LURE® Interest will yield acompound annual return of 13.08% per annum and a total return of507.85%.

An investment in Certificates will be subject to many of the risksgenerally associated with the ownership of unleveraged real property,including the possibility of adverse changes in national and localeconomic conditions; changes in rates of inflation; changes in the realestate investment climate; adverse changes in local market conditionsdue to changes in general or local economic conditions and neighborhoodcharacteristics; adverse changes in governmental rules and fiscalpolicies; natural disasters, including earthquakes and other factorswhich are beyond the control of the Seller.

THE REMAINDER TRUST

Set forth below is a summary of certain provisions of the TrustAgreement governing the terms of the Remainder Trust. The descriptionand summaries of the Trust Agreement hereinafter set forth do notpurport to be comprehensive or definitive, and reference is made to theTrust Agreement for the complete details of all terms and conditions.All statements herein are qualified in their entirety by reference tothe Trust Agreement, a copy of which is attached as Exhibit C to thisConfidential Private Placement Memorandum.

The Certificates

The Certificates will be issued only in fully registered form. TheCertificates will be issued in denominations of $50,000 and integralmultiples thereof.

The Trust Agreement

General

The Trust Agreement sets forth the terms and conditions on which theTrustee shall hold the LURE® Interest, both during the term-of-yearsheld by the Term Trust, and following the termination of the Term Trustupon the expiration of the term-of-years expiring in 2009. The TrustAgreement establishes the duties and obligations of the Trusteeregarding the collection and distribution of funds and otheradministrative responsibilities relating to the LURE® Interest. TheTrust Agreement assigns the Trustee the general responsibilitiesaccorded financial fiduciaries, reserving other specified services tothe beneficiaries as appropriate.

Flow Of Funds

The terms of the Trust Agreement require the Trustee to establish theAdministration Account into which the Trustee is required to deposit allmonies received for the benefit of the Certificateholders on account ofany rent or other payments received in respect of the Property. TheAdministration Account must be established at a bank or other financialinstitution: (i) authorized pursuant to applicable laws to exercisecorporate trust powers with respect to the LURE® Interest; (ii) having acombined capital and surplus of at least $50,000,000 and subject tosupervision or examination by federal or state authorities; and (iii)having (or having a parent which has) a long term unsecured debt ratingof at least BBB- by Standard & Poor's Corporation and at least Baa3 byMoody's Investors Service, Inc. On the 15th day of each month followingthe establishment of the Administration Account, the Trustee is directedto distribute to the Certificateholders as of the immediately precedingRecord Date the amount of Distributable Funds then on deposit in theAdministration Account. Distributable Funds includes the total balanceof funds then in the Administration Account less the sum of: (i)$25,000; plus (ii) the amount of all Reimbursable Costs incurred by theTrustee for which the Trustee has not previously been reimbursed; plus(iii) the amount of all Reimbursable Costs reasonably anticipated by theTrustee to be incurred prior to the next succeeding Distribution Date.The Trustee has a priority right to reimbursement of Reimbursable Costsincurred pursuant to the Trust Agreement from Collections received bythe Trustee and, if necessary, from the Trust Estate. On the FinalDistribution Date, the Distributable Funds shall be calculated withoutregard to clauses (i) and (iii) above.

For purposes of calculating Distributable Funds, “Reimbursable Costs”include all fees, expenses, costs or other charges incurred in goodfaith by the Trustee in the performance of its duties and obligationsunder the Agreement. By way of example, Reimbursable Costs would includeall fees and expenses incurred by the Trustee in connection with theengagement by the Trustee of Qualified Real Estate Consultants andcounsel to advise the Trustee regarding the discharge by the Trustee ofits obligations under Section 6.2 of the Trust Agreement upon theoccurrence of an Event of Default, Casualty Loss Termination or TotalCondemnation.

General Duties Of Trustee

The Trustee shall generally have only such duties as are specificallyset forth in the Trust Agreement relating to the administration of theRemainder Trust in the interest of the Certificateholders and isrequired to discharge such duties in accordance with its generalobligations of loyalty and prudence as Trustee. The Trustee shallreceive on behalf of the Certificateholders all Collections with respectto the Property and shall deposit the same into the AdministrationAccount for monthly distribution in accordance with the terms of theTrust Agreement. Each monthly distribution shall be accompanied by astatement itemizing Collections received, Reimbursable Costs incurredand the calculation of the amount of such distribution. In addition, theTrustee shall be required to give and receive all notices in respect ofthe Trust Estate as more specifically set forth in the Trust Agreement.

Specific Duties Of Trustee

Actions to Be Taken By Trustee Upon Event of Default Under Lease. TheTrustee is required generally to monitor the performance of the Tenantunder the Lease and to give and receive all notices required orpermitted to be given or received by the Trustee under theAdministration Agreement. If an Event of Default shall occur under theLease, the Trustee must give notice thereof to the holders ofCertificates and proceed upon the further written instruction of theholders of Certificates with respect to such Event of Default. Becauseof the nature of the LURE® Interest, during the term-of-years owned bythe Term Trust, the Trustee has limited rights with respect to actionsinvolving the Property. Such rights will generally be limited to theTrustee's ability to commence an action against the Term Trustee seekingto prevent waste regarding the Property through the failure of the TermTrustee to enforce the terms of the Lease or to otherwise take suchactions as are reasonably necessary with respect to the preservation ofthe Property.

If so directed in writing by the holders of Certificates, the Trusteeshall initiate such actions, including the commencement of legalproceedings, as shall in the reasonable judgment of counsel retained bythe Trustee for such purpose be necessary or appropriate to preserve theTrust Property. All costs and expenses incurred by the Remainder Trusteein so acting shall constitute Reimbursable Costs. The Trustee shall notbe required to take any action, incur any expense or advance any fundsunless: (i) there shall then be on deposit in the Administration Accountfunds sufficient, in the reasonable judgment of the Trustee, to providefor reimbursement of all Reimbursable Costs incurred or to be incurredby the Trustee in acting at the direction of the holders ofCertificates; or (ii) the Trustee shall have received assurances fromthe holders of Certificates as to the source and manner for thereimbursement of such Reimbursable Costs reasonably satisfactory to theTrustee (clauses (i) and (ii) above being hereinafter referred to as the“Reimbursement Conditions”). If the Trustee shall seek such assurancesand the holders of Certificates shall fail or refuse to provide the samewithin fifteen (15) days after demand therefor by the Trustee, suchfailure or refusal shall constitute a Termination Event and require theTrustee to cause the Trust Property to be sold at auction to the highestbidder. The holders of Certificates will not be permitted to bid at suchauction.

Casualty Loss; Casualty Loss Termination. In the event of a CasualtyLoss affecting the Property involving a loss in excess of $100,000, theTrustee is required to give written notice to the holders ofCertificates. If such Casualty Loss results in a Casualty LossTermination of the Lease, the Trustee shall so notify the holders ofCertificates and await the further written instructions of the holdersof Certificates. If the holders of Certificates shall direct the Trusteewith respect to the taking of any actions in response to such CasualtyLoss Termination, all fees and expenses reasonably incurred by theTrustee in connection therewith shall be Reimbursable Costs. The Trusteeshall have no obligation to take any such actions unless theReimbursement Conditions are then met. For purposes of the TrustAgreement, a “Casualty Loss” is any loss or damage suffered or incurredwith respect to the Property arising out of any fire, windstorm, flood,earthquake, act of God, war, strike or other casualty. A “Casualty LossTermination” means any termination of the Lease resulting from theoccurrence of a Casualty Loss. See “Exhibit D—SUMMARY OF LEASEPROVISIONS—Fire and Other Casualty.”

Condemnation. In the event of a Partial Condemnation affecting theProperty, the Trustee shall give written notice thereof to the holdersof Certificate and await the instructions of the holders of Certificate.If, after restoration of the Property pursuant to the terms of theLease, there remains any unapplied balance of the Condemnation Awardreceived in respect of such Partial Condemnation, such unapplied balanceis required by the terms of the Term Trust to be paid to the Trustee,who in turn shall deposit the same in the Administration Account fordistribution in accordance with the terms of the Trust Agreement.

If there shall occur a Total Condemnation, the Trustee shall give noticethereof to the holders of Certificates and proceed in accordance withthe written instructions thereof; provided that if the holders ofCertificates fail to direct the Trustee as to the taking or failing totake of any action in connection with such Total Condemnation, theTrustee shall retain a Qualified Real Estate Consultant with respect tothe Total Condemnation and shall proceed in the manner determined by theQualified Real Estate Consultant to be in the best interests of theholders of Certificates. All legal fees and expenses incurred by theTrustee in so acting shall be Reimbursable Costs.

For purposes of the Trust Agreement, a “Partial Condemnation” means (i)any taking by condemnation or other eminent domain proceeding pursuantto any law or (ii) temporary requisition of the Property or any partthereof by any governmental authority after the occurrence of which theLease shall remain in full force and effect. A “Total Condemnation”means any condemnation after the occurrence of which the Lease shall notremain in full force and effect. A “Qualified Real Estate Consultant”means the commercial loan servicing, property or asset management groupwhich is an affiliate of the Trustee, if such group is affiliated withthe Trustee, or any Person who: (i) has not less than 10 years ofexperience as a professional asset or property manager and is licensed(if required) to perform such services in the locale of the property;(ii) then has under management a portfolio of commercial and officeproperties containing in the aggregate not less than 2 million squarefeet or with an aggregate fair market value of not less than $20million; and (iii) then has not fewer than 20 employees directly engagedin the provision of asset or property management services.

Termination Of Trust Agreement

The Trust shall terminate upon the final distribution of all monies orother property or proceeds of the Trust Estate following the occurrenceof a Termination Event or a sale of the Trust Estate pursuant to Section7.2 of the Trust Agreement. A “Termination Event” shall have occurredupon the happening of any of the following: (i) a Total Condemnation;(ii) the failure of the holders of Certificates to give the financialassurances or indemnity required pursuant to Sections 6.2(d) or (g) ofthe Trust Agreement with respect to actions to be taken by the Trusteefollowing an Event of Default or Casualty Loss Termination; (iii) theexpiration of ten (10) years from the date on which the Term Trust shallhave terminated; or (iv) following the date on which the Term Trustshall have terminated, the receipt by the Trustee of a written directionfrom all holders of Certificates directing the Trustee to terminate theTrust and containing a release of all claims of any nature whatsoever ofsuch holders of Certificates against the Term Trustee and the beneficialowners of any interest in the Term Trust arising from or in connectionwith the Term Trustee's ownership of the Term Interest in the Property,or the use, operation or maintenance of the Property during the term ofthe Term Trust.

Section 7.2 of the Trust Agreement requires the Trustee to sell theTrust Estate at auction in the event of the occurrence of a TerminationEvent pursuant to Sections 6.2(d) or (g) of the Trust Agreement. Suchsale shall take place pursuant to an auction to be held in a manner andat the direction of an auctioneer as recommended by a Qualified RealEstate Consultant retained by the Trustee with respect to conduct ofsuch auction. The holders of Certificates will not be permitted to bidat such auction. All reasonable fees and expenses incurred by theTrustee, including, without limitation, fees and expenses incurred bycounsel retained by the Trustee in connection with such auction shall beReimbursable Costs. The proceeds of such auction shall be deposited intothe Administration Account, and applied in accordance with the terms ofthe Trust Agreement.

Amendments

For so long as Elizabeth McKeever Ross is the sole Certificateholder,she may cause the Trust Agreement to be amended at any time by a writteninstrument effecting such amendment, provided that any amendment whichmaterially modifies the scope or nature of the duties and obligations ofthe Trustee shall not be effective unless consented to by the Trustee,which consent shall not be unreasonably withheld. It is contemplatedthat upon the sale by K. C. ABBE® Holdings, L.L.C. of the beneficialinterest in the Term Trust, the Trust Agreement shall be amended toeliminate such right of amendment by Elizabeth McKeever Ross and toreflect the designation of a successor trustee to The First NationalBank of Chicago. The Trust Agreement may be amended by the Trustee withthe consent of the holders of 51% or more of the Voting Interests onlyfor the limited purposes of (i) curing any ambiguity; (ii) correcting orsupplementing any provision in the Trust Agreement that may be defectiveor inconsistent with any other provision; (iii) as shall be required inconnection with the acceptance of the appointment of a successorTrustee; or (iv) and as may be required to facilitate the administrationof the Remainder Trust under the Trust Agreement by more than oneTrustee pursuant to Article 6 of the Trust Agreement. The TrustAgreement may not otherwise be amended.

The Trustee

The First National Bank of Chicago will serve as Trustee. The Trustee,in its individual capacity or otherwise, and any of its affiliates, mayhold Certificates in their own name or as pledgee. In addition, for thepurpose of meeting the legal requirements of certain jurisdictions, theTrustee will have the power to appoint co-trustees or separate trusteesof all or any part of the Remainder Trust. In the event of suchappointment, all rights, powers, duties and obligations conferred orimposed upon the Trustee by the Trust Agreement will be conferred orimposed upon the Trustee and such co-trustee or separate trustee jointlyor, in any jurisdiction where the Trustee is incompetent or unqualifiedto perform certain acts, singly upon such co-trustee or separate trusteewho shall exercise and perform such rights, powers, duties andobligations solely at the direction of the Trustee.

The Trustee may resign at any time, in which event theCertificateholders may appoint a successor trustee. TheCertificateholders may also remove the Trustee if the Trustee ceases tobe eligible to serve, becomes legally unable to act, is adjudgedinsolvent or is placed in receivership or similar proceedings.

The Trust Agreement provides that the fees and expenses of the Trusteeconstitute Reimbursable Costs, reimbursable from funds on deposit in theAdministration Account created pursuant to the Trust Agreement.

The Trustee's Corporate Trust Office is located at One First NationalPlaza, Suite 0126, Chicago, Ill. 60670-0126. The Seller and itsaffiliates may have other banking relationships with the Trustee and itsaffiliates in the ordinary course of their respective businesses.

THE BUILDING AND THE PROPERTY

General

The Seller has purchased for $10,445,000 the entire fee simple interestin the Kansas City Life Insurance Office Building, a 94,149 square footoffice building (the “Building”) located at 4900 Oak Street in theCountry Club Plaza district of Kansas City, Mo. The Building wasconstructed in 1960 and substantial renovations were completed on theBuilding in 1992. Pursuant to the terms of a so-called “bondable” lease,the term of which expires in 2009, the Building is 100% leased to OldAmerican Life Insurance Company (the “Tenant”). The obligations of theTenant under the Lease have been unconditionally and irrevocablyguaranteed by Kansas City Life Insurance Company (the “LeaseGuarantor”), and the Tenant has subleased a portion of the Building toThe Ewing Kauffman Foundation (the “Subtenant”). The sublease expires in1997, but the Subtenant has options to extend.

The Building

The Building is a three-story office building containing 94,149 squarefeet of rentable area, of which approximately 27,780 square feetcomprise a basement containing a mailroom, print shop, cafeteria, boilerroom and restrooms. A sprinklered garage containing 76,341 square feetadjoins and is connected to the structure and provides sheltered parkingfor 250 vehicles. The Building was constructed in 1960, and substantialrenovations were completed in 1992. The Building is of steel beam andcolumn construction, with exterior walls of concrete panels, brick,decorative marble and glass. The Building's heating/ventilating/airconditioning system consists of hot and cold deck systems which utilizetwo gas hot water heaters, each with 37,000,000 BTUs of heatingcapacity, together with two 200 ton Carrier centrifugal chillers. TheSeller believes that the Building is in very good physical condition.

The Property

The Building and its adjoining garage are located approximately 4.5miles south of downtown Kansas City on a 2.091 acre parcel in an areacommonly referred to as the Country Club Plaza district of Kansas City,Mo. The Property, situated at the intersection of Volker Boulevard andOak Street, is located directly across from the campus of the Universityof Missouri at Kansas City and is surrounded by several other officebuildings, medical research facilities and high-quality residentialdevelopments. Access to the Property site is along both Volker Boulevardand Oak Street, with a circular drive running to the Building's frontentrance off of Oak Street.

The Country Club Plaza district of Kansas City is anchored by theCountry Club Plaza retail development, which was established in the1920's as the country's first “shopping center.” Country Club Plazaremains one of the most prestigious retail locations in Kansas City,attracting quality tenants including Saks Fifth Avenue, Tiffany, BrooksBrothers, Dillard's and Ralph Lauren/Polo, among others. Country ClubPlaza is located less than one mile from the Property. The areasurrounding the Property is fully developed, made up of approximately45% single family residential, 15% institutional, 15% commercial retail,15% multi-family residential and 10% commercial office buildings.

The Kansas City, Missouri/Kansas metropolitan area is the 28th largestin the United States, with a population in excess of 1.5 million. Theeconomy of the region is diversified, with the manufacturing,wholesale/retail services and government sectors each contributing inexcess of 15% of the non-agricultural jobs in the region.Transportation, finance, insurance and real estate are also substantialcontributors to the region's economy.

THE LEASE

Pursuant to the terms of a Lease, dated Dec. 29, 1989 and assubsequently amended (the “Lease”), Old American Life Insurance Company(the “Tenant”) has leased the Building for an initial term expiring onDec. 31, 2009. The Lease is a so-called “triple net” lease, with theTenant assuming substantially all obligations for maintenance, insuranceand utilities and certain other environmental, structural repair andcondemnation risks. Attached hereto as Exhibit D is a summary of theterms of the Lease.

THE LEASE GUARANTOR

Pursuant to the terms of a Guaranty, dated as of Nov. 13, 1991 (the“Guaranty”), from Kansas City Life Insurance Company (the “LeaseGuarantor”), the obligations of the Tenant under the Lease have beenunconditionally and irrevocably guaranteed by the Lease Guarantor. TheTenant is a wholly-owned subsidiary of the Lease Guarantor.

Kansas City Life Insurance Company (the “Lease Guarantor”) and itswholly-owned subsidiaries issue and market a full line of universallife, term and traditional whole life insurance and accident and healthinsurance products. For the year ended Dec. 31, 1994, the LeaseGuarantor had consolidated revenues in the amount of $393.5 million,pre-tax income of $56.9 million and net income of $37.4 million. At Dec.31, 1994, the Lease Guarantor had total assets of $2.7 billion and totalstockholders' equity of $343.7 million.

Attached hereto as Exhibit E is a copy of the Lease Guarantor's AnnualReport on Form 10-K for the year ended Dec. 31, 1994, in the form asfiled with the Securities and Exchange Commission.

FEDERAL INCOME TAX MATTERS

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR PERSONAL TAX ADVISORSWITH RESPECT TO THE FEDERAL, STATE, AND LOCAL INCOME TAX CONSEQUENCES OFPURCHASING CERTIFICATES.

The following is a summary of the material federal income taxconsequences to holders of Certificates. This summary is based upon theInternal Revenue Code of 1986, as amended (the “Code”), and upon rulesand regulations promulgated under the Code and existing interpretationsthereof, any of which could be changed at any time, by legislation orotherwise. Any of such changes may or may not be retroactive withrespect to transactions consummated prior to the date such changes areannounced. The discussion below does not purport to address federalincome tax consequences applicable to particular categories ofinvestors, some of which (e.g., banks, tax-exempt organizations,insurance companies or foreign investors) may be subject to specialrules.

In the opinion of Kirkland & Ellis, special tax counsel to the Seller,the Remainder Trust will be classified for Federal income tax purposesas a grantor trust and not as an association taxable as a corporation.Accordingly, each holder of a Certificate will be subject to Federalincome taxation as if it owned directly its proportionate interest ineach asset owned by the Trust. Each holder of Certificates will berequired to report on its federal income tax return its pro rata shareof each item of income, gain, loss, deduction or credit from theproperty held in the Remainder Trust, in accordance with such holder'smethod of accounting. In general, until the expiration in 2009 of theunderlying Term Interest in the Property, the Remainder Trust is notexpected to recognize any income or incur any expenses with respect tothe LURE® Interest. Any increase or decrease in the fair market value ofa Certificate will not give rise to recognizable gain or loss,respectively, to a holder for Federal income tax purposes, until theearlier of such holder's sale of his Certificate or the RemainderTrust's sale of the LURE® Interest.

A holder that sells or exchanges a Certificate should recognize gain orloss equal to the difference between its adjusted tax basis in theCertificate and the amount realized upon such sale or exchange. If theholder held such Certificate as a capital asset, any such gain or losswill be capital gain or loss, which will be long-term capital gain orloss if the Certificate was held for more than one year. Any long-termcapital gains realized on the sale or exchange of a Certificate will betaxable under current law to corporate taxpayers at the rates applicableto ordinary income, and to individual taxpayers at a maximum marginalrate of 28%. Any capital losses realized generally will be deductible bya corporate taxpayer only to the extent of capital gains and by anindividual taxpayer only to the extent of capital gains plus $3,000 ofother income.

REPORTS OF CERTIFICATEHOLDERS

The Trustee will furnish to each holder of Certificates certain reports,statements and tax information, as set forth in the Trust Agreement, acopy of which is attached as Exhibit C, including such informationnecessary in the preparation of the Certificateholders' federal incometax returns.

ADDITIONAL INQUIRIES

The Seller will make every effort to furnish to any qualifiedprospective investor or his purchaser representative any additionalinformation, or opportunity for inquiry, concerning the terms andconditions of this offering, including information requested to verifythe accuracy of the information contained in this Confidential PrivatePlacement Memorandum or otherwise furnished the prospective investor orhis purchaser representative.

LEGAL MATTERS

The legality of the Certificates offered hereby will be passed upon forthe Seller by Gardner, Carton & Douglas, Chicago, Ill. Gardner, Carton &Douglas has served as special securities counsel to the Seller andcertain affiliates of the Seller. Certain tax matters relating to theRemainder Trust, the Certificates and the LURE® Interest will be passedupon for the Seller by Kirkland & Ellis, Chicago, Ill.

EXHIBIT A Certificate Subscription Agreement and Suitability Statement

Name (Please Print)

K.C. LURE® TRUST 1995-1

$2,150,000 Certificates

Scribcor, Inc.

400 North Michigan Avenue

Chicago, Ill. 60611

Re: K. C. LURE® Trust 1995-1

Gentlemen:

In connection with the subscription of the undersigned to purchase allor a portion of $2,150,000 aggregate of leveraged unencumbered realestate (LURE(®) certificates (the “Certificates”) evidencing undividedfractional interests in K.C. LURE® Trust 1995-1, a special purposegrantor trust (the “Remainder Trust”), the undersigned is herebyfurnishing Scribcor, Inc., the grantor of the Remainder Trust (the“Seller”), the information set forth herein and makes therepresentations and warranties set forth herein, to indicate whether theundersigned is a suitable purchaser of Certificates. As a conditionprecedent to investing in the Certificates, the undersigned herebyrepresents, warrants, covenants and agrees as follows:

1. If the undersigned has retained a purchaser representative, theundersigned acknowledges receipt of a statement from such purchaserrepresentative relating to any past or future relationships between suchpurchaser representative and the Seller or their respective affiliates.(Note: The purchaser representative, if any, must sign the PurchaserRepresentative Acknowledgment attached hereto.)

2. The undersigned acknowledges that he and his purchaserrepresentative, if any, have received and carefully reviewed a copy ofthe Confidential Private Placement Memorandum, including any supplementsthereto (the “Offering Memorandum”), dated May 4, 1995, relating to theCertificates, and all exhibits thereto, and understands the Certificateswill be offered to others on the terms and in the manner described inthe Offering Memorandum. The undersigned hereby subscribes to purchasethe aggregate amount of Certificates set forth below pursuant to theterms of the Offering Memorandum and hereby tenders his initialsubscription. The undersigned acknowledges that he shall have no rightto withdraw this subscription after the acceptance thereof by the Sellerand that the Seller may reject any subscription for any reason withoutliability therefor.

2. The undersigned recognizes that he will be personally liable for thefull amount of this subscription.

3. The undersigned is aware that no federal or state regulatory agencyhas made any findings or determination as to the fairness for public orprivate investment, nor any recommendation or endorsement, of aninvestment in Certificates.

4. The undersigned believes that, by reason of his knowledge andexperience in financial and business matters in general, and in realestate investments in particular (and/or such knowledge and experienceof the undersigned's purchaser representative, if any), he is capable ofevaluating the risks and merits of an investment in Certificates. Theundersigned recognizes the speculative nature and the risk of lossassociated with an investment in Certificates and that he may suffer acomplete loss of his investment. The undersigned has an overallcommitment to investments which are not readily marketable and notdisproportionate to his net worth, and his investment in Certificateswill not cause such overall commitment to become excessive. The amountand nature of the undersigned's investment in Certificates is suitableand consistent with his investment program and his financial situationenables him to bear the risks of this investment. The undersignedrepresents that he has adequate means of providing for his current needsand possible personal contingencies and that his investment inCertificates will not excess 20% of his net worth (exclusive ofprincipal residence, furnishings and automobiles).

5. The undersigned confirms that he understands, and has fullyconsidered for purposes of this investment, the matters discussed underthe caption “Risk Factors and Other Considerations” in the OfferingMemorandum and that (i) the Remainder Trust has been recently formed andhas no financial or operating history; (ii) an investment inCertificates involves a significant degree of risk by the undersigned;and (iii) it may be difficult or impossible for him to liquidate hisinvestment in Certificates in case of an emergency or for any otherreason.

6. The undersigned confirms that in making his decision to invest inCertificates he has relied upon independent investigations made by himor his purchaser representative or other advisors, including his ownprofessional tax, financial and other advisors, and that he and suchrepresentatives have been given the opportunity to examine all documentsand to ask questions of, and to receive answers from the Sellerconcerning the terms and conditions of the offering or any other matterset forth in the Offering Memorandum, and to obtain any additionalinformation, to the extent the Seller possesses such information or canacquire it without unreasonable effort or expense, necessary to verifythe accuracy of the information set forth in the Offering Memorandum,and that no representations have been made to him and no offeringmaterials have been furnished to him concerning Certificates, itsbusiness or prospects or other matters, except as set forth in theOffering Memorandum.

7. The undersigned understands that Certificates are being offered andsold pursuant to an exemption from registration provided by theSecurities Act of 1933, as amended (the “Act”), and, in particular,Regulation D thereunder, and warrants and represents his investment isbeing made solely for his own account, for investment purposes only, andnot with a view to or for the resale, distribution, subdivision orfractionalization thereof; the undersigned understands and acknowledgesthat the Certificates are being offered and will be sold solely to“accredited investors,” as such term is defined in Rule 501(a) ofRegulation D; the undersigned has no agreement or other arrangement,formal or informal, with any person to sell, transfer or pledge all orany part of his investment in Certificates or which would guarantee theundersigned any profit or protect the undersigned against any loss withrespect to such investment; the undersigned has no plans to enter intoany such agreement or arrangement, and, consequently, he must bear theeconomic risk of the investment for an indefinite period of time becausethe investment cannot be resold or otherwise transferred unlesssubsequently registered under the Act (which the Seller is not obligatedto do), or an exemption from such registration is available.

8. The undersigned confirms that he and his purchaser representative, ifany, understand the nature of the investment that the Remainder Trustintends to make, and that he and his purchaser representative, if any,are thoroughly familiar with typical organizational, operational,financial and other relevant characteristics of such investments and theeconomic benefits and operational, regulatory and other risks associatedwith such investments.

9. The undersigned is aware that the Seller has been and is relying uponthe representations and warranties set forth in this Agreement in partin determining whether the offering meets the conditions specified inthe rules of the Securities and Exchange Commission and the exemptionfrom registration provided by the Act.

10. All of the information which the undersigned has furnished theSeller herein or previously with respect to the undersigned's financialposition and business experience is correct and complete as of the dateof this Agreement, and, if there should be any material change in suchinformation prior to the termination of the offering period, theundersigned immediately will furnish such revised or correctedinformation to the Seller. The undersigned agrees that the foregoingrepresentations and warranties shall survive his purchase ofCertificates as well as any acceptance or rejection of a subscriptionfor an investment in Certificates.

11. The undersigned acknowledges that he understands the meaning andlegal consequences of the representations and warranties set forthherein, and he agrees to indemnify and hold harmless Seller from andagainst any and all claims, actions, demands, losses, costs, expenses(including attorney's fees), and damages that might result from anyclaim or legal proceeding relating to or arising out of a breach of anyrepresentation or warranty of the undersigned contained in thisAgreement.

INVESTORS MUST PROVIDE THE FOLLOWING INFORMATION

12. The name and address of the undersigned's purchaser representative,if any, are as follows:

                                                                                                                                                                                             

13. The undersigned represents and warrants as follows:

(a) If an individual, the undersigned is the sole party in interest, andthe undersigned is a citizen of the United States, atleast 21 years ofage, and a bona fide resident and domiciliary (not a temporary ortransient resident) of the State of Illinois;

(b) If a partnership or professional corporation, the undersigned entitymeets the following: (1) the undersigned entity has not been formed forthe specific purpose of making the investment; (2) the undersignedentity has been organized and is in good standing under the laws ofState of Illinois and has its principal office within the State ofIllinois; (3) each of the equity owners of the undersigned entitysatisfies all the requirements of Item 16(a) above; and (4) theundersigned entity has total assets in excess of $5,000,000 or each ofthe equity owners of the undersigned entity has responded affirmativelyto Item 16(d)(i) or (ii) below.

(c) The undersigned meets all suitability standards and acknowledgesbeing aware of all legend conditions applicable to his state ofresidence;

(d) If an individual, (i) the undersigned has a net worth (as defined inRule 501(a)(5) of Regulation D promulgated by the Securities andExchange Commission) in excess of $1,000,000;

        Yes         No

(ii) the undersigned has had income (as defined in Rule 501(a)(6) ofRegulation D promulgated by the Securities and Exchange Commission) inexcess of $200,000 in each of the last two years or joint income withhis or her spouse in excess of $300,000 in each of those years andreasonably expects reaching the same income level in the current year.

        Yes         No

(e) If the undersigned is not an individual, the undersigned constitutesone of the following:

(i) a bank as defined in section 3(a)(2) of the Act, or any savings andloan association or other institution as defined in section 3(a)(5)(A)of the Act whether acting in its individual capacity or fiduciarycapacity;

(ii) a broker or dealer registered pursuant to section 15 of theSecurities Exchange Act of 1934;

(iii) an insurance company as defined in section 2(13) of the Act;

(iv) an investment company registered under the Investment Company Actof 1940 or a business development company as defined in section 2(a)(48)of the Act;

(v) a Small Business Investment Company licensed by the U.S. SmallBusiness Investment Act of 1958;

(vi) a plan established and maintained by a state, its politicalsubdivisions, or any agency or instrumentality of a state or itspolitical subdivisions for the benefit of its employees, if such planhas total assets in excess of $5,000,000;

(vii) an employee benefit plan within the meaning of the EmployeeRetirement Income Security Act of 1974 if the investment decision ismade by a plan fiduciary, as defined in section 3(21) of such Act, whichis either a bank, savings and loan association, insurance company, orregistered investment adviser, or if the employee benefit plan has totalassets in excess of $5,000,000, or, if a self-directed plan, withinvestment decisions made solely by persons that are accreditedinvestors;

(viii) a private business development company as defined in Section202(a)(22) of the Investment Advisers Act of 1940;

(ix) a tax-exempt organization described in Section 501 (c)(3) of theInternal Revenue Code, corporation, Massachusetts or similar businesstrust, or partnership, not formed for the specific purpose of acquiringthe Units, with total assets in excess of $5,000.000;

(x) a trust, with total assets in excess of $5,000,000, not formed forthe specific purpose of acquiring the Units, the purchase of which isdirected by a sophisticated person as described in Rule 506(b)(2)(ii)under the Act; or

(xi) an entity in which all of the equity owners are “accreditedinvestors”.

The undersigned hereby agrees that he will promptly inform the Seller ifany of the foregoing becomes untrue at any time he is an investor inCertificates.

14. Information Concerning the Undersigned. (a) Residence Address:                               City, State, Zip                                                                                     Telephone:                                      (b) Social Security or TaxpayerIdentification Number:                                      (c) PresentAge:                                (d) Occupation:                                 (e) Employer and period employed (ifterm of employment is less than one year, also provide the name andaddress of your prior employer):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                (f) Has the undersigned ever been subject to bankruptcy, reorganizationor debt restructuring?       Yes       No if yes, please providedetails:                                                                                                                                                                                                                                                                                                                        (g) (i) Please indicate the frequency of the undersigned's investment inmarketable securities:       often       occasionally       seldom      never (ii) Please check those of the following types ofinvestments in which the undersigned has participated:       Privateplacements of securities.       Tax shelters.       Limited partnershipsinvesting in real estate or other properties.       Real estate.      Oil and gas investments.       Equipment leasing shelters. Did theundersigned use a purchaser representative for such private placements?      Yes       No (h) The undersigned represents that (a) theinformation contained hereinabove is complete and accurate and may berelied on, and (b) the undersigned will notify the Seller promptly ofany material change in any of such information. 15. The form ofownership for the Certificates subscribed for will be as follows (checkone): (a)       Individual ownership (one signature required) (b)      Joint tenants with right of survivor- ship (both or all partiesmust sign) (c)       Tenants in common (both or all parties must sign)(d)       Community property (one signature required if interest held inone name, that of managing spouse; two signatures required if interestheld in both names) (e)       Trust (please include a copy of the trustagreement authorizing the signature; additional subscription materialsmay be required by the Seller) (f)       Partnership (please includecopy of the Partnership agreement authorizing the signature; additionalsubscription materials may be required by the Seller) (g)      Corporation (please include a certified corporate resolutionauthorizing the signature; additional subscription materials may berequired by the Seller) (h)       Individual Retirement Account, Keogh(HR-10) Plan, or benefit plan (please include copy of plan establishingprogram and authorizing the signature; additional subscription materialsmay be required by the Seller) (i)       other, explain:                                                                                                                                                                                                                                                                                                                                                                                                                                Sincerely, Total Subscription: $                                             (signature)                              (print name) Date: May 4, 1995                                        (address)                                                                                      

K. C. LURE® TRUST 1995-1 Purchaser Representative Acknowledgment

The undersigned hereby acknowledges that he is the purchaserrepresentative (as defined in Rule 501 (h) promulgated under theSecurities Act of 1933), of (name of investor). By reason of theundersigned's knowledge and experience in business and financialmatters, the undersigned, on behalf of the above named subscriber,believes himself capable of evaluation of, and has in fact evaluated,the merits and risks of this investment on behalf of the above namedsubscriber. The undersigned further acknowledges that he received a copyof the Confidential Private Placement Memorandum relating 4900 OakStreet Remainder Trust 1995-1 the “Remainder Trust”), and any otherinformation that the undersigned deemed appropriate to evaluate thisinvestment. Furthermore, the undersigned acknowledges that he had theopportunity to ask questions of and receive satisfactory answers ordocumentation from the Seller or its affiliates, associates or employeesconcerning the terms and conditions of the offering and the informationcontained in the Confidential Private Placement Memorandum.

Except as otherwise previously disclosed by the undersigned to theinvestor in writing, the undersigned is not an officer, director,employee or affiliate of the seller or an owner of ten percent or moreof the equity interest in the Seller and, except as otherwise previouslydisclosed, neither the undersigned nor any affiliate of the undersignedhas had any material relationship with the Seller or its affiliatesduring the past two years nor contemplates having any such futurerelationship.

PURCHASER REPRESENTATIVE:                                                                                      Signature Address                                                                                         Firm Name City State                                                                                     Occupation (Area Code)Telephone

EXHIBIT B Form of Real Estate Acquisition Agreement Purchase and SaleAgreement Between R&S Kansas City Associates Limited Partnership, AConnecticut Limited partnership (Seller) and SCRIBOR, INC., an Illinoiscorporation (Buyer)

Dated as of Jan. 13, 1995

TABLE OF CONTENTS 1. PURCHASE AND SALE 517 1.1 Property 517 2. PURCHASEPRICE 2.1 Letter of Credit 518 2.2 Payment of Purchase Price 518 2.3Conveyance 3. TITLE AND SURVEY 3.1 Survey 519 3.2 Title Insurance 5193.3 Title Clearance 519 4. [INTENTIONALLY OMITTED] 5. CLOSING 5.1Closing 522 5.2 Transactions at Closing 522 6. PRORATIONS; CLOSING ITEMS6.1 Prorations 524 6.2 Closing Costs 525 7. REPRESENTATIONS ANDWARRANTIES 7.1 Representations and Warranties by Seller 525 7.2 Buyer'sRepresentations and Warranties 528 7.3 Buyer Accepts Property “As Is”528 8. SELLER'S COVENANTS 8.1 The Lease 532 8.2 Contracts 532 8.3Further Liens 532 8.4 9. CONDITIONS TO CLOSING 9.1 Seller's Conditions532 9.2 Buyer's Conditions 533 9.3 Failure of Condition 534 10. DAMAGEOR DESTRUCTION OF THE PROPERTY; CONDEMNATION 10.1 Damage or Destructionof the Property 535 10.2 Condemnation 536 11. COMMISSIONS, EXPENSES ANDCREDITS 11.1 Payment of the Sale Commission 536 12. REMEDIES 12.1Seller's Remedies 537 12.2 Buyer's Remedies 538 12.3 ProvisionsApplicable to Buyer and Seller 13. NOTICES 538 14. NON-FOREIGN AFFIDAVIT540 15. MISCELLANEOUS 15.1 No Waiver 540 15.2 Entire Agreement 15.3Survival 541 15.4 Successors 541 15.5 Assignment 541 15.6 Relationshipof the Parties 542 15.7 Governing Law 542 15.8 Possession: Risk of Loss542 15.9 Review by Counsel 542 15.10 Termination 543 15.11 Exhibits 54316. CONDITION PRECEDENT 543 17. COUNTERPARTS 543

EXHIBITS

EXHIBIT A—LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT B—PERMITTED EXCEPTIONS

EXHIBIT C-1—FORM OF TERM DEED

EXHIBIT C-2—FORM OF REVERSION DEED

EXHIBIT D—BILL OF SALE

EXHIBIT E—ASSIGNMENT AND ASSUMPTION OF LEASE

EXHIBIT F—COPY OF LESE AND GUARANTY

EXHIBIT G—FORM OF LETTER OF CREDIT

EXHIBIT H—FORM OF NON-FOREIGN AFFIDAVIT

EXHIBIT I—EXISTING REPORTS

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALES AGREEMENT (“Agreement”) is made as of the day ofJan. 13, 1995 (the “Effective Date”) by and between R&S KANSAS CITYASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited partnership(“Seller”), and SCRIBCOR, INC., an Illinois corporation (“Buyer”).

RECITALS

A. Seller owns a parcel of land located at and known as 4900 Oak Street,Kansas City, Mo., which land is more particularly described on Exhibit Aattached hereto (the “Land”), and the building (the “Building”), parkingarea, and other real property improvements located thereon(collectively, the “Real Property”).

B. The Real Property is subject to that certain Lease Agreement, datedas of Dec. 29, 1989 between Seller, as landlord, and Old AmericanInsurance Company, as tenant (“Tenant”), as amended by a First Amendmentto Lease, dated as of Nov. 12, 1991, between Seller and Tenant (as soamended, the “Lease”), which Lease is guaranteed by guaranty, dated asof Nov. 13, 1991, by Kansas City Life Insurance Company (the“Guaranty”).

C. Subject to the terms and conditions herein, Seller desires to selland Buyer desires to purchase the Real Property.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants containedherein, Seller and Buyer agrees as follows:

1. PURCHASE AND SALE.

1.1 Property. Subject to the terms and conditions hereof, Seller herebyagrees to sell, convey and assign to Buyer, and Buyer hereby agrees topurchase and accept from Seller on the Closing Date (as defined inSection 5.1 below) the following (collectively, the “Property”):

(a) the Real Property, including any and all rights, privileges andeasements appurtenant thereto which are owned by Seller;

(b) all right, title and interest of Seller (if any) in and to thefollowing (the “Personal Property”): (i) all fixtures, equipment andother items of tangible personal property owned by Seller and attachedto or located on the Real Property; and (ii) all assignable ortransferable intangible property used in connection with the RealProperty, including (A) any and all guaranties and warranties pertainingto the Real Property, (B) all rights to obtain utility service inconnection with the Real Property, and (C) assignable licenses and othergovernmental permits and permissions relating to the Real Property; and

(c) the Lease and the Guaranty, together with all security or otherdeposits, if any, and other amounts collectible or due after Closing,and all rights and claims of Seller relating thereto from and after theClosing.

2. PURCHASE PRICE. Buyer shall pay as the total purchase price for theProperty (the “Purchase Price”) the sum of Ten Million Two Hundred FiftyThousand and No/100ths U.S. Dollars ($10,250,000.00).

2.1 Letter of Credit. On the Effective Date Buyer shall provide a letterof credit in the form attached as Exhibit G in the amount of Two HundredFive Thousand and No/100ths U.S. Dollars ($205,000.00), naming Seller asthe beneficiary, with an expiration date not earlier than Sep. 1, 1995,which letter of credit shall be issued by a lending institutionreasonably satisfactory to Seller (the “Letter of Credit”).

2.2 Payment of Purchase Price. The Purchase Price, plus or minus netprorations, shall be due and payable on the Closing Date by wiretransfer of immediately available funds to an account or accountsspecified by Seller. Seller shall on the Closing Date return the Letterof Credit to Buyer upon payment of the Purchase price.

3. TITLE AND SURVEY

3.1 Survey. Seller has provided Buyer with a Survey dated Dec. 15, 1993,by Shafer, Kline & Warren, P. A., Order Number 226734 (the “Survey”).Seller shall request that the Survey be recertified to Buyer, the TitleInsurer (as hereinafter defined), and the Term Trust and Reversion Trust(as those terms are hereinafter defined) as of a date after the date ofthis Agreement.

3.2 Title Insurance. Promptly after the date of this Agreement, Sellershall promptly hereafter apply to the Title Insurer for, and promptlyafter receipt thereof deliver to Buyer a commitment for an ALTA Owner'sPolicy (Oct. 17, 1992) of title insurance (the “Commitment”) issued byLawyers Title Insurance Corporation or another title insurance companyreasonably approved by Buyer (the “Title Insurer”) in the amount of thePurchase Price covering title to the Real Property. Buyer agrees toaccept title to the Real Property at Closing subject only to theexceptions set forth on Exhibit B attached hereto and made a part hereof(the “Permitted Exceptions”). Seller shall request that the TitleCompany deliver copies of all documents disclosed by Schedule B of theCommitment to Buyer with the Commitment. The Commitment may also includethe general exceptions customarily set forth therein; provided, however,that Seller shall execute such affidavits and other documents as arereasonably and customarily required by the Title Insurer in connectionwith the issuance of an “extended coverage” endorsement over the generalexceptions. At Closing, Seller shall pay to the Title Insurer the costof an owner's title insurance policy (the “Title Policy”) with thefollowing affirmative endorsements (to the extent the Title Insurer isauthorized to issue such endorsements): extended coverage, an accessendorsement, a survey endorsement, an encroachment endorsement (whereencroachments exist), a contiguity endorsement, a separate tax parcelendorsement and a zoning endorsement (form 3.1 including parking),provided that Buyer shall pay the cost of obtaining such zoningendorsement up to the amount of $5,000.00, with the additional cost, ifany, of such endorsement to be paid by Seller.

3.3 Title Clearance.

(a) If, at or prior to the Closing, it shall appear that the RealProperty is affected by any outstanding liens, encumbrances, interestsor other questions subject to which Buyer is not obligated to take titleunder the terms of this Agreement, and if such liens, encumbrances,interests or other questions of title may, in the reasonable opinion ofSeller, be removed as objections to title within sixty (60) days fromthe date set forth herein for the Closing, Seller may, but shall not beobligated to (except to the extent required in the immediatelysucceeding sentence), adjourn the Closing for a period not to exceedsixty (60) days for the purpose of removing such liens, encumbrances,interests or other questions. Nothing contained in this Agreement shallbe construed to require Seller to incur any expense, take any action orcommence any proceeding to remove any such liens, encumbrances,interests or other questions or to otherwise render Seller's titlemarketable or insurable, provided that Seller shall remove at its solecost and expense any liens which may be removed by the payment of moneyand arising out of the acts of omissions of Seller. In the event thatSeller fails to remove any such liens, encumbrances, interests or otherquestions or otherwise fails to convey title to the Real Property inaccordance with the provisions of this Agreement, Buyer may either (1)accept such title as Seller may be able to convey, without any reductionof the Purchase Price or other liability on the part of Seller, providedthat Buyer shall be entitled to deduct from the Purchase Price theamount of any lien of an ascertainable amount which Seller was requiredto have removed pursuant to the foregoing sentence of this Section3.3(a), or (2) terminate this Agreement by notice to Seller so electing,in which case the sole obligation of Seller shall be to return theLetter of Credit to Buyer, and upon such return this Agreement shall beof no further force and effect, neither party shall have any furtherrights or obligations hereunder, and the lien, if any, on the Premiseswhich may have been created by the delivery of the Letter of Credit andany other sums or things of value which may be paid on account of thisAgreement shall wholly cease.

(b) The existence of mortgages, liens or encumbrances, other than thePermitted Exceptions, shall not be objections to title provided thatproperly executed instruments, in recordable form, necessary to satisfythe same are delivered to Buyer at the Closing, together with anyrecording or filing fees required in connection therewith. Any suchmortgages, liens and encumbrances may be paid out of the cashconsideration to be paid by Buyer and, if a request is made in writingwithin three (3) business days prior to the Closing, Buyer agrees toprovide at the Closing separate official bank or certified checks, insuch amounts and payable to such parties as requested to facilitate thesatisfaction of any such mortgages, liens or encumbrances. No lien whichis the responsibility of Tenant or a subtenant of the Real Propertyshall be an objection to title, and no adjustment to the Purchase Pricetherefor shall be made.

(c) If, at the time of the Closing, the Real Property, or any partthereof, shall be or shall have been affected by an assessment orassessments which are or may become payable in annual installments thenfor the purpose of this Agreement, no unpaid installments of any suchassessment due on or after the date of the Closing shall be deemed to bedue and payable or to be liens upon the Premises.

(d) If a search of title discloses judgments, bankruptcies or otherreturns against other persons having names the same as or similar tothat of Seller, Seller will, on request, deliver to Buyer and Buyer'stitle company an affidavit showing that such judgments, bankruptcies orother returns are not against Seller and the existence thereof shall notbe an objection to title if Buyer's title company omits such matters asexceptions to title.

4. [INTENTIONALLY OMITTED]

5. CLOSING

5.1 Closing. The purchase and sale of the Property (“Closing”) shalloccur at 10:00 a.m. on or before Mar. 1, 1995 (the “Closing Date”) atthe offices of Rosenman & Colin, 575 Madison Avenue, New York, N.Y., orat such other location as shall be agreed upon by Seller and Buyer.

5.2 Transactions at Closing. On the Closing Date:

(a) Provided that Seller's conditions to Closing have been satisfied orhave been waived in writing by Seller, Seller shall deliver or cause tobe delivered to Buyer the following documents (collectively, the“Conveyance Documents”) duly executed by Seller and acknowledged whereappropriate:

(i) Two special warranty deeds (with covenants as to grantor's acts)(the “Deeds”) conveying: (1) an estate for years in the Real Property tothe Term Trust (as hereinafter defined) subject only to the PermittedExceptions in substantially the form of Exhibit C-1 attached hereto (the“Term Deed”); and (2) all remaining right, title and interest of Sellerin and to the Real Property to the Reversion Trust (as hereinafterdefined) subject only to the Permitted Exceptions in substantially theform of Exhibit C-2 attached hereto (the “Reversion Deed”);

(ii) A bill of sale without representation or warranty in the formattached hereto as Exhibit D conveying the Personal Property to the TermTrust;

(iii) An assignment and assumption of lease (the “Assignment andAssumption”) in the form attached hereto as Exhibit E;

(iv) An estoppel certificate of Tenant in substantially the formspecified in Article XXVI of the Lease;

(v) An original or if unavailable, a copy certified to be true andcomplete by Seller, of the lease and Guaranty; and

(vi) Such other documents and instruments as may be reasonably requestedby Buyer or the Title Insurer and as are necessary and appropriate toeffect the Closing of the transaction contemplated herein.

(b) Provided that Buyer's conditions to Closing set forth herein havebeen satisfied or have been waived in writing by Buyer, Buyer shalldeliver or cause to be delivered to Seller the following items anddocuments duly executed by Buyer and acknowledged where appropriate:

(i) The Purchase Price, as adjusted in accordance with the terms of thisAgreement;

(ii) Corporate resolution(s) of Buyer, or otherwise other documentationin such form as may be satisfactory to Seller and the title company,evidencing Buyer's full authority to purchase the Property;

(iii) The Assignment and Assumption; and

(iv) Such other documents and instruments as may be reasonably requestedby Seller and as are necessary and appropriate to complete the Closingof the transaction contemplated herein.

(c) Seller and Buyer shall execute a letter to Tenant (the “TenantNotification Letter”), disclosing the change of ownership of theProperty with the name and address of Buyer and the Closing Date, andBuyer shall, within forty-eight (48) hours following the Closing, causethe Tenant Notification letter to be delivered to Tenant.

6. PRORATIONS; CLOSING ITEMS.

6.1 Prorations.

(a) Basic rent (“Rent”) under the Lease shall be apportioned betweenBuyer and Seller as of 12:01 a.m. immediately preceding the ClosingDate.

(b) If the payment of Rent for the month during which Closing occurs hasbeen received by Seller by the Closing Date, then Buyer shall receive acredit against the Purchase Price for the prorated amount of Rent towhich it is entitled. If the payment of Rent for the month during whichClosing occurs has not been received by Seller by the Closing Date, thenSeller shall receive a credit increasing the Purchase Price for theprorated amount of Rent to which it is entitled, and Buyer shall havethe right to collect the entire payment of Rent for the month duringwhich Closing occurs.

(c) The provisions of this Section 6.1 will survive the Closing.

6.2 Closing Costs

(a) Seller shall pay all state and county transfer taxes.

(b) Subject to the provisions of Section 3.2, Seller shall bear allfees, costs and expenses of causing a title company to issue a titleinsurance policy as required by this Agreement.

(c) Each party shall bear its own fees and expenses of counsel inconnection with the negotiation and execution of this Agreement and theClosing of the purchase of the Property. Buyer shall bear all its costsand expenses incurred in connection with its due diligence activities,inspections and investigations in connection with this Agreement.

(d) Except for those costs specifically enumerated herein to be paid bySeller, none of the fees, costs, or expenses arising from or related tothis purchase and sale are to be borne by Seller.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Representations and Warranties by Seller.

(a) Without limiting any other provision of this Agreement and as amaterial inducement for Buyer's entering into this Agreement, Sellerrepresents and warrants to Buyer as follows:

(i) Seller has legal power, right and authority to enter into thisAgreement and the instruments referenced herein and to consummate thetransactions contemplated hereby, and this Agreement and theconsummation of the transactions contemplated hereby have been dulyauthorized by all necessary partnership actions.

(ii) This Agreement constitutes the legal and binding obligation ofSeller and is enforceable against Seller in accordance with its terms.

(iii) Seller is a limited partnership duly formed and validly existingas a limited partnership under the laws of the State of Connecticut.

(iv) A true, correct and complete copy of the Lease and Guaranty isattached hereto as Exhibit F.

(v) Seller is not a “Foreign Person”, as that term is defined forpurposes of the Foreign Investors In Real Property Tax Act of 1980, asamended (Section 1445 of the Internal Revenue Code of 1986, as amended)and the regulations promulgated thereunder (“FIRPTA”).

(vi) To the best of Seller's Actual Knowledge (as hereinafter defined),Seller has not received written notice of any material action,proceeding or investigation pending or threatened which would effect theProperty.

(vii) To the best of Seller's Actual Knowledge, Seller has not receivedany notice of violation of or potential liability arising under anyfederal, state, county, municipal or other governmental authority laws,regulations, ordinances, orders or directives relating to the use orcondition or operation of the Property, including but not limited tozoning, building, fire, air pollution, water pollution, environmental orhealth code violations, that have not been heretofore corrected.

(viii) To the best of Seller's Actual Knowledge, there is no suit,petition, study, investigation or other proceeding pending before anycourt, governmental agency of instrumentality, administrative orotherwise (including enforcement actions, administrative proceedings,arbitrations of governmental investigations) regarding the Property. Tothe best of Seller's Actual Knowledge, there is no condemnationproceeding-pending or declaration of taking or other similar instrumentfiled against the Property.

(ix) To the best of Seller's Actual Knowledge, there are no persons inpossession of, or having a right to possession of, any part of theProperty other than Seller, Tenant and persons (known or unknown)claiming by, through or under Tenant. A complete copy of the Lease hasbeen delivered to Buyer. The Lease is in full force and effect, is thevalid and binding obligation of the parties thereto, has not beenmodified or amended and is enforceable against such parties inaccordance with the terms thereof. To the best of Seller's ActualKnowledge, there are no defaults by either party to the Lease beyond anyapplicable grace or cure period. Seller has no obligation to paybrokerage commissions or other compensation in connection with theLease. All tenant improvements required thereunder to be made by Sellerhave been completed and paid for.

(x) To the best of Seller's Actual Knowledge, Seller has not receivedany notice of any special tax, levy or assessment for benefits orbetterments which affect the Property and no such special taxes, leviesor assessments are pending or contemplated.

(xi) Seller has not entered into any options, purchase and saleagreements, leases, employment agreements, service contracts or othercontracts affecting the Property, other than this Agreement and theLease, which will survive the Closing.

(b) For purposes of this Section 7.1. the following definitions shallobtain:

(i) “Actual Knowledge”. At any given time a person shall be deemed tohave Actual knowledge of a fact if such person has Conscious Awareness(as hereinafter defined) of such fact or if such fact is contained in adocument of which such person has Conscious Awareness or which wascreated during the course of a transaction in which such person activelyparticipated. A person, however, shall not be deemed to have ActualKnowledge of a fact merely because (i) such fact is contained in adocument or approved by such person if such person does not haveConscious Awareness of such document of if such document was not createdduring the course of a transaction in which such person activelyparticipated or (ii) any other individual in such person's organizationhas Actual Knowledge of such fact. Seller Senior Management, as definedherein, shall, however, be deemed to have Actual Knowledge of a fact atany given time if any single individual in the group comprising SellerSenior Management has Actual Knowledge of such fact at the given time.

(ii) “Conscious Awareness”. A person shall be deemed to have ConsciousAwareness of a fact at any given time if such person actually rememberedsuch fact at the given time. A person shall not be deemed to haveConscious Awareness of a fact at a given time if such person did notactually remember such fact at the given time unless such fact iscontained in a document previously read or executed by such person inthe course of a transaction in which such person actively participated.A person shall not be deemed to have Conscious Awareness of a factmerely because any other individual in such person's organization hasConscious Awareness of such fact. Seller Senior Management shall,however, be deemed to have Conscious Awareness of a fact at any giventime if any single individual in the group comprising such seniormanagement had Conscious Awareness of such fact at the given time.

(iii) “Seller Senior Management” shall mean Jonathan Molin and JackGinende.

7.2 Buyer's Representations and Warranties. Buyer hereby represents andwarrants to Seller that Buyer has legal power, right and authority toenter into this Agreement and the instruments referenced herein and toconsummate the transactions contemplated hereby, and this Agreement andthe consummation of the transactions contemplated hereby have been dulyauthorized by all necessary parties.

7.3 Buyer Accepts Property “As Is”.

(a) Buyer acknowledges for Buyer and Buyer's successors, heirs andassignees, (i) that Buyer has been given a reasonable opportunity toinspect and investigate the Property, all improvements thereon and allaspects relating thereto, either independently or through agents andexperts of Buyer's choosing and (ii) that Buyer is acquiring theProperty based upon Buyer's own investigation and inspection thereof,and (iii) the provisions of this Section 7.3(a) shall survive Closingand shall not be merged therein. SELLER AND BUYER AGREE THAT THEPROPERTY SHALL BE SOLD AND THAT BUYER SHALL ACCEPT POSSESSION OF THEPROPERTY ON THE CLOSING DATE “AS IS, WHERE IS, WITH ALL FAULTS” WITH NORIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT EXCEPT ASEXPLICITLY SET FORTH IN THIS AGREEMENT SUCH SALE SHALL BE WITHOUTREPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION, WARRANTY OF INCOME, POTENTIAL, OPERATING EXPENSES,USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND EXCEPT ASEXPLICITLY SET FORTH IN THIS AGREEMENT, SELLER DOES HEREBY DISCLAIM ANDRENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BUYER SPECIFICALLYACKNOWLEDGES THAT, WITH THE EXCEPTION OF THE REPRESENTATIONS ANDWARRANTIES OF THE SELLER EXPLICITLY SET FORTH HEREIN, BUYER IS NOTRELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,EXPRESS OR IMPLIED, FROM SELLER, OTHER AGENTS OR BROKERS AS TO ANYMATTER CONCERNING OR RELATED TO THE PROPERTY, INCLUDING WITHOUTLIMITATION:

(1) THE CONDITION OR SAFETY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON,INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICALSYSTEMS, ROOFING, AIR CONDITIONING, IF ANY, FOUNDATIONS, SOILS ANDGEOLOGY, INCLUDING HAZARDOUS MATERIALS, LOT SIZE, OR SUITABILITY OF THEPROPERTY OR ITS IMPROVEMENTS FOR A PARTICULAR PURPOSE; (2) WHETHER THEAPPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER; (3) THEHABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THEQUALITY OF ITS CONSTRUCTION; (4) THE FITNESS OF ANY PERSONAL PROPERTY;(5) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION,OR IN COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE OR FEDERALSTATUTES, CODES OR ORDINANCES; OR (6) MATTERS RELATED TO THE LEASE, THEGUARANTY OR TENANT. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT IT ISRELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTY, REVIEW OF THELEASE AND GUARANTY AND INVESTIGATIONS CONCERNING TENANT AND NOT UPON ANYREPRESENTATIONS MADE TO IT BY SELLER, ITS OFFICERS, DIRECTORS,CONTRACTORS, MANAGERS OR EMPLOYEES NOR ANY PERSON WHOMSOEVER, OTHER THANTHOSE EXPLICITLY SET FORTH IN THIS AGREEMENT. ANY REPORTS, REPAIRS ORWORK REQUIRED BY BUYER ARE TO BE THE SOLE REPONSIBILITY OF BUYER ANDBUYER AGREES THAT THERE IS NO OBLIGATION ON THE PART OF SELLER TO MAKEANY CHANGES, ALTERATIONS, OR REPAIR TO THE PROPERTY.

(b) Except as otherwise provided herein, Buyer, for Buyer and Buyer'ssuccessors in interest, releases Seller from, and waives all claims andliability which Buyer may have against Seller for, any structural,physical or environmental condition of the Property and further releasesSeller from, and waives all liability against Seller attributable to thestructural, physical or environmental condition of the Property,including without limitation, the presence, discovery or removal of anyHazardous Materials (as hereinafter defined) in, at, about or under theProperty, or for, connected with or with or arising out of any and allclaims or causes of action based upon the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980, the SuperfundAmendments and Reauthorization Act of 1986, the Resource Conservationand Recovery Act, the Toxic Substances Control Act, as such acts may beamended from time to time, or any other federal or state statutory orregulatory cause of action arising from or related to HazardousMaterials at, in, about or under the Property (collectively, the“Hazardous Waste Laws”). The waiver and release of Buyer set forth inthis Section 7.3(b) shall survive the Closing Date and shall beenforceable at any time after the Closing Date.

(c) “Hazardous Materials” Defined. For purposes of this Agreement, theterm “Hazardous Material” shall mean any substance, chemical, waste ormaterial that is or becomes regulated by any federal, state or localgovernment authority because of its toxicity, infectiousness,radioactivity, explosiveness, ignitability, corrosiveness or reactivity,including, without limitation, those substances regulated by theHazardous Waste laws.

(d) Hazardous Materials. In addition to and not by way of llimitation ofthe sale of the Property on an “AS IS” basis under this Agreement, Buyeracknowledges receipt of copies of the environmental and engineeringreports (the “Existing Reports”) listed on Exhibit 1 hereto. Sellermakes no representations or warranties whatsoever to Buyer regarding (A)the Existing Reports, if any (including, without limitation, thecontents, completeness and/or accuracy thereof or the ability of Buyerto rely thereon), and/or (B) the presence or absence of any HazardousMaterials, in, at, or under the Property; provided, however, Seller doeshereby represent and warrants Buyer that to the best of Seller's ActualKnowledge, except for the matters disclosed by the Existing Reports,there are no other matters or conditions relating to the Property theexistence of which would or might reasonably be foreseen to give rise toa violation of any Hazardous Waste law. Buyer has made such studies andinvestigations, conducted such tests and surveys, and engaged suchspecialists as Buyer has deemed appropriate to evaluate fairly theProperty and its risks from an environmental and Hazardous Materialsstandpoint.

8. SELLER'S COVENANTS. With respect to the period between Effective Datehereof and the Closing Date, Seller covenants as follows:

8.1 The Lease. Seller: (i) shall use reasonable efforts to perform allof the obligations of the landlord under the Lease and to cause Tenantto perform all of the obligations of the tenant under the Lease; (ii)shall promptly notify Buyer of any material default under the Lease ofwhich Seller has Actual Knowledge; and (iii) shall promptly deliver toBuyer copies of all correspondence received by Seller with respect tothe Property from Tenant or any governmental authority. Seller shall notterminate the Lease, and without Buyer's prior written consent, shallnot amend or cancel the Lease. Seller shall not accept from Tenantpayment of rent more that one month in advance.

8.2 Contracts. Without Buyer's prior written consent, Seller shall notenter into any contract with respect to the Property which will survivethe Closing and for which Buyer shall be liable.

8.3 Further Liens. Without Buyer's prior written consent, Seller shallnot between the Effective Date and the Closing Date further encumber theProperty with any lien or deed of trust which will not be removed atSeller's sole cost and expense on or before the Closing Date.

Buyer's remedies for a breach of any of the foregoing covenants shall beas provided in Section 12.2 hereof. No obligations under this Section 8shall survive the Closing.

9. CONDITIONS TO CLOSING.

9.1 Seller's Conditions. The obligation of Seller to sell and convey theProperty under this Agreement is subject to the satisfaction of thefollowing conditions precedent or conditions concurrent (thesatisfaction of which may be waived only in writing by Seller):

(a) Delivery and execution by Buyer of all monies, items, and otherinstruments required to be delivered by Buyer to Seller;

(b) Buyer's warranties and representations set forth herein shall betrue and correct in all material respects;

(c) All of the actions by Buyer required by this Agreement shall havebeen completed; and

(d) There shall be no uncured default by Buyer of any of its obligationsunder this Agreement.

Notwithstanding the foregoing, if a condition of Seller is unsatisfiedon the Closing Date because of a breach of this Agreement by Seller,then such condition shall be deemed satisfied. Seller shall have no dutyor obligation to cause the satisfaction of any of its conditions toClosing set forth in this Section 9.1.

9.2 Buyer's Conditions. The obligation of Buyer to pay the PurchasePrice and acquire the Property under this Agreement is subject to thesatisfaction of the following conditions precedent or conditionsconcurrent (the satisfaction of which may be waived only in writing byBuyer):

(a) Delivery and execution by Seller of all items and other instrumentsto be delivered by Seller pursuant to the other provisions of thisAgreement and the following additional items:

(i) Federal and state UCC searches showing that there are no mattersthat would constitute a lien, charge or prior right against the PersonalProperty; and

(ii) All keys used in connection with the Building and the combinationsto all combination locks included on the Property in Seller's possessionand control.

(b) Seller's warranties and representations set forth herein shall betrue and correct in all material respects;

(c) Buyer shall have received an estoppel certificate from Tenant in theform specified in Article XXVI of the Lease, certifying (i) that thecopy of the Lease which is annexed to such certificate is a true andcorrect copy of the Lease, and, as modified by a First Amendment toLease, dated as of Nov. 12, 1991, between Seller and Tenant, is in fullforce and effect; (ii) the dates to which Rent and Taxes (as such termsare defined in the Lease) due under the Lease have been paid; and (iii)whether, to the best knowledge of Tenant, any default exists under theLease and, if any such default exists, specifying the nature and periodof existence thereof and what action Tenant is taking or proposes totake with respect thereto.

(d) All of the actions by Seller required by this Agreement shall havebeen taken.

(e) There shall be no uncured default by Seller of any of itsobligations under this Agreement.

(f) There shall be no uncured monetary default beyond any applicablegrace or cure period by Tenant under the Lease.

Notwithstanding the foregoing, if a condition of Buyer is unsatisfied onthe Closing Date because of a breach of this Agreement by Buyer, thensuch condition shall be deemed satisfied. Buyer shall have no duty orobligation to cause the satisfaction on any of its conditions to Closingset forth in this Section 9.2

9.3 Failure of Condition.

(a) In the event of a failure of any condition of Seller contained inSection 9.1 above, Seller may in its sole discretion:

(i) Terminate this Agreement by notice to Buyer, and (A) if Buyer is notin default hereunder, Buyer shall receive the Letter of Credit, and (B)if Buyer is in default hereunder, Seller be entitled to the remediesafforded it pursuant to Section 12.1 hereof; or

(ii) Seller may waive such condition and close the transaction.

(b) In the event of a failure of any condition of Buyer contained inSection 9.2, then Buyer may:

(i) Terminate this Agreement by notice to Seller, in which event: (A) ifSeller is not in default hereunder, Buyer shall receive the Letter ofCredit, (B) if Seller is in default hereunder, Buyer shall be entitledto pursue its remedies pursuant to Section 12.2 hereof; or

(ii) Buyer may waive such condition and close the transaction.

10. DAMAGE OR DESTRUCTION OF THE PROPERTY; CONDEMNATION.

9.1 Damage or Destruction of the Property.

(a) If, between the Effective Date and the Closing Date, the Property isMaterially Damaged or Destroyed (as hereinafter defined), Buyer mayelect in writing, within five (5) days after receipt of notice fromSeller of such damage or destruction, accompanied by informationregarding the amount and payment of insurance, to terminate thisAgreement or to purchase the Property without regard to such damage ordestruction. If Buyer fails to notify Seller of Buyer's election, Buyerwill be deemed to have elected to proceed with the purchase of theProperty. In the event that Buyer purchases the Property, Seller shallhave no obligation to repair any such damage or destruction, nor shallthe Purchase Price be adjusted. “Materially Damaged or Destroyed” shallmean damage or destruction, the repair or replacement of which would (i)reasonably take more than ninety (90) days to complete or the cost ofwhich would exceed $1,000,000, as determined by a licensed generalcontractor selected by Seller and reasonably approved by Buyer or (ii)give rise to a right of Tenant to terminate the Lease.

(b) If Buyer elects to terminate this Agreement in accordance withSection 10.1(a), this Agreement shall be of no further force and effectsubject to Section 15.10, and the Letter of Credit shall be returned tobuyer.

(c) If Buyer elects or is required to purchase the Property despite suchdamage or destruction, Seller shall assign its rights to insuranceproceeds to and Buyer shall be entitled to receive any insuranceproceeds to which Seller is entitled.

10.2 Condemnation. If prior to Closing all or a Material Part (asdefined herein) of the Property is subject to a proposed taking by anypublic authority, Seller shall promptly notify Buyer of such proposedtaking and Buyer may terminate this Agreement by notice to Seller withinfive (5) days after written notice thereof. If Buyer so elects, thisAgreement shall be of no further force and effect. If Buyer does not soterminate this Agreement, or if the taking is as to a non-Material Partof the Real Property, Buyer shall accept all of the Property subject tothe taking without a reduction in the Purchase Price and shall receiveat Closing an assignment of all of Seller's rights to any condemnationaward, subject to Tenant's rights under the Lease. “Material Part” shallmean (i) 10% or more of the area of the Land or the full area of thebuilding and other improvements on the Land or (ii) a part such as givesrise to a right of Tenant to terminate the Lease.

11. COMMISSIONS, EXPENSES AND CREDITS.

11.1 Payment of the Sale Commission. Buyer and Seller represent andwarrant to each other that the party making such warranty dealt with noreal estate broker or agent in connection with this transaction exceptfor FDC Management Group, Inc. (the “Broker”) and Buyer shall be solelyresponsible for the payment of a brokerage fee to the Broker based on aseparate agreement between Broker and Buyer. Seller hereby indemnitiesBuyer and holds Buyer harmless from any and all demands or claims whichnow or hereafter may be asserted against Buyer for any brokerage fees,commissions or similar types of compensation which may be claimed by anybroker which claims to have dealt with Seller or which claims to havebeen engaged by Seller and all expenses and costs in handling ordefending any such demand or claim (including reasonable attorneysfees). Buyer hereby indemnities Seller and holds Seller harmless fromany and all demands or claims which now or hereafter may be assertedagainst Seller for any brokerage fees, commissions or similar types ofcompensation which may be claimed by any broker which claims to havedealt with Buyer or which claims to have been engaged by Buyer and allexpenses and costs in handling or defending any such demand or claim inconnection with this transaction (including reasonable attorneys fees).

12. REMEDIES.

12.1 Seller's Remedies. If Buyer defaults in its obligations under thisAgreement, Seller shall be entitled to terminate this Agreement andimmediately draw down the Letter of Credit and retain the proceedsthereof as liquidated damages. SELLER AND BUYER ACKNOWLEDGE THATSELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE SPECIFIEDSUM IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES. SELLER AND BUYERFURTHER AGREE THAT THIS SECTION 12.1 IS INTENDED TO AND DOES LIQUIDATETHE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDYAGAINST BUYER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO ABREACH BY BUYER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONSCONTEMPLATED BY THIS AGREEMENT.

12.2 Buyer's Remedies. If Seller defaults in its obligations to sell theProperty under this Agreement, (i) Buyer may elect to treat thisAgreement as terminated, in which case all payments and things of valueprovided by Buyer hereunder (including the Letter of Credit) shall bereturned to Buyer and Buyer may recover as its sole recoverable damagesits actual out-of-pocket expenses and costs in connection with thistransaction, which damages shall not exceed $75,000.00 in any event, or(ii) Buyer may elect to treat this Agreement as being in full force andeffect, and Buyer shall have the right to an action for specificperformance, which action shall seek enforcement of this Agreementstrictly in accordance with its terms. SELLER AND BUYER FURTHER AGREETHAT THIS SECTION 12.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OFDAMAGES DUE BUYER AND THE REMEDIES AVAILABLE TO BUYER, AND SHALL BEBUYER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITYARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS OBLIGATION TOCONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

13. NOTICES.

All notices, requests or demands to a party hereunder shall be inwriting and shall be effective (i) when delivered personally, (ii) whenreceived by overnight courier service or facsimile telecommunication(provided that a copy of such notice, request or demand is depositedinto the United States mail within one (1) business day of the facsimiletransmission), or (iii) three (3) days after being deposited into theUnited States mail (sent certified or registered, return receiptrequested), in each case addressed as follows (or to such other addressas Buyer or Seller may designate in writing in accordance with thisSection 13):

If to Seller: R&S Kansas City Associates Limited Partnership c/o U.S.Realty Advisors, Inc. 1370 Avenue of the Americas New York, New York10019 Attention: Mr. Jonathan Molin President Telecopy Number (212)581-4950 Confirmation Number: (212) 581-4540 With a copy to: Gordon M.Alpert, Esq. Rosenman & Colin 575 Madison Avenue New York, New York10022 Telecopy Number: (212) 940-7049 Confirmation Number: (212)940-8920 If to Buyer: Scribcor, Inc. 400 North Michigan Avenue Chicago,IL 60611 Attention: Richard M Ross, Jr President Telecopy Number: (312)923-8023 Confirmation Number: (312) 923-8000 With a copy to: StephenTomlinson, Esq. Kirkland & Ellis 200 East Randolph Drive Suite 5900Chicago, IL 60601 Telecopy Number: (312) 861-2200 Confirmation Number:(312) 861-2386

14, NON-FOREIGN AFFIDAVIT.

Seller shall provide Buyer, on or before the Closing Date, with anon-foreign affidavit sufficient in form and substance to relieve Buyerof any and all withholding obligations under federal law, whichaffidavit shall be substantially in the form attached hereto as ExhibitH. If Seller does not furnish Buyer with said affidavit, or if Buyer hasreason to believe that said affidavit would be wholly or partially falseif given and so notifies Seller, in writing, on or before the ClosingDate, Buyer shall be entitled to withhold up to ten percent (10%) of thePurchase Price in an escrow account until such time as Seller furnishesBuyer with a qualifying statement from the Internal Revenue Servicesufficient to relieve Buyer of any and all withholding obligations underfederal law, or until Buyer is required to deliver said funds to theInternal Revenue Service, whichever first occurs.

15, MISCELLANEOUS.

15.1 No Waiver. No waiver by any party of the performance orsatisfaction of any covenant or condition shall be valid unless inwriting and shall not be considered to be a waiver by such party of anyother covenant or condition hereunder.

15.2 Entire Agreement. This Agreement contains the entire agreementbetween the parties regarding the Property and supersedes all prioragreements, whether written or oral, between the parties regarding thesame subject. This Agreement may only be modified in writing.

15.3. Survival. Except for as otherwise specifically provided in thisAgreement, none of the agreements, warranties and representationscontained herein shall survive the Closing.

15.4 Successors. This Agreement shall bind and inure to the benefit ofthe parties hereto and to their respective legal representatives,successors and permitted assigns.

15.5 Assignment. Buyer shall have the right to assign its rights (butnot its obligations) under this Agreement to two trusts to beestablished by Buyer one of which trusts shall acquire an estate foryears in the Property (the “Term Trust”) and one of which shall acquirethe remaining interest of Seller in the Property (the “ReversionTrust”). Seller shall cooperate in all reasonable respects with Buyer ineffecting such conveyances, provide that Seller shall not be required toincur any incrementally additional expense in so cooperating. Except asprovided above, Buyer shall not have any right to assign, transfer orencumber its rights under this Agreement, without the prior writtenconsent of Seller, which consent may be withheld in Seller's sole,absolute and unfettered discretion. Any assignment, transfer orencumbrance by Buyer requiring, but made without, Seller's prior writtenconsent, shall be void ab initio and shall constitute a breach by Buyerof this Agreement entitling Seller to terminate this Agreement andexercise its remedies to immediately draw down the Letter of Credit andretain the proceeds thereof as liquidated damages under Section 12.1hereof. No assignment, transfer or encumbrance solely in favor ofperson(s) or entity(ies) in a control relationship with Buyer shall bedeemed to violate this Section 14.5. “Control relationship” shall bedeemed to mean either (a) ownership of fifty percent (50%) or more ofall of the voting stock of a corporation or fifty percent (50%) or moreof all of the legal and equitable interest in a partnership or otherbusiness entity or (b) the possession of the power directly orindirectly to direct or cause the direction of management and policy ofa corporation, partnership or other business entity, whether through theownership of voting securities, by contract, common directors orofficers, the contractual right to manage the business affairs of anysuch corporation, partnership or business entity, or otherwise. Buyerrepresents, warrants and certifies to Seller that Buyer has notassigned, transferred or encumbered or agreed to assign, transfer orencumber, directly or indirectly, all or any portion of its rights orobligations under this Agreement in violation of this Section.

15.6 Relationship of the Parties. The parties acknowledge that neitherparty is an agent for the other party, and that neither party shall orcan bind or enter into agreements for the other party.

15.7 Governing Law. This Agreement and the legal relations between theparties hereto shall be governed by and construed in accordance with thelaws of the State of Missouri.

15.8 Possession: Risk of Loss. Seller shall deliver to Buyer possessionof the Property on the Closing Date, subject to Permitted Exceptions andthe terms and conditions of this Agreement. All risk of loss or damagewith respect to the Property shall pass from Seller to Buyer on theClosing Date.

15.9 Review by Counsel. The parties acknowledge that each party and itscounsel have reviewed and approved this Agreement, and the partieshereby agree that the normal rule of construction to the effect that anyambiguities are to be resolved against the drafting party shall not beemployed in the interpretation of this Agreement or any amendments orexhibits hereto.

15.10 Termination. Upon termination of this Agreement for any reason byeither party, Buyer shall have the obligation to return to Seller alldocuments and copies thereof (including the survey, if any) and anyother information or documentation prepared by any third party inconjunction with Buyer's inspections of the Property. Seller shall nothave any obligation to return the Letter of Credit to Buyer, upon anytermination of this Agreement by Buyer, until the documents and copiesthereof (including the survey, if any) and other information have beenreturn to Seller.

15.11 Exhibits. The Exhibits attached hereto form a part of thisAgreement and are incorporated herein by this reference.

16. CONDITION PRECEDENT.

Buyer's obligations under this Agreement shall be conditioned uponBuyer's completion on or before 5:00 p.m. EST on Thursday, Jan. 19, 1995of an inspection of the Real Property. If Buyer shall effectively notifySeller in writing within said period that the Real Property is not in acondition reasonably satisfactory to Buyer, then Buyer may elect by suchnotice to terminate this Agreement, in which event neither party shallhave any further rights or obligations hereunder and the Letter ofCredit shall be returned to Buyer. In the absence of such effectivenotice, this condition shall be deemed waived by Buyer.

17. COUNTERPARTS.

This Agreement may be executed in any number of counterparts each ofwhich, when taken together, shall constitute one agreement. ThisAgreement shall only be effective if a counterpart is signed by bothSeller and Buyer.

IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate first set forth above.

SELLER: R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP By: U.S. RealtyCapital Services, Inc., a general partner By:                                                                                           Name:                   Title:                     BUYER: SCRIBCOR, INC.By:                       Name:                   Title:                   

FORM OF REAL ESTATE ACQUISITION AGREEMENT

PURCHASE AND SALE AGREEMENT

Between

R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP,

A Connecticut Limited partnership

(Seller)

and

SCRIBOR, INC., an Illinois corporation

(Buyer)

Dated as of Jan. 13, 1995

TABLE OF CONTENTS

1 PURCHASE AND SALE

1.1Property

2.PURCHASE PRICE

2.1Letter of Credit

2.2Payment of Purchase Price

2.3Conveyance

3.TITLE AND SURVEY

3.1Survey

3.2TitIe Insurance

3.3Title Clearance

4.[INTENTIONALLY OMITTED]

5.CLOSING

5.1Closing

5.2Transactions at Closing

6.PRORATIONS: CLOSING ITEMS

6.1Prorations

6.2Closing Costs

7.REPRESENTATIONS AND WARRANTIES

7.1Representations and Warranties by Seller

7.2Buyer's Representations and Warranties

7.3Buyer Accepts Property “As Is”

8.SELLER'S COVENANTS

8.1The Lease

8.2Contracts

8.3Further Liens

8.4

9.CONDITIONS TO CLOSING

9.1 Seller's Conditions

9.2Buyer's Conditions

9.3Failure of Condition

10. DAMAGE OR DESTRUCTION OF THE PROPERTY; CONDEMNATION

10.1Damage or Desturction of the Property

10.2Condemnation

11.COMMISSIONS, EXPENSES AND CREDITS

11.1Payment of the Sale Commission

12.REMEDIES

12.1Seller's Remedies

12.2Buyer's Remedies

12.3Provisions Applicable to Buyer and Seller

13.NOTICES

14.NON-FOREIGN AFFIDAVIT

15.MISCELLANEOUS

15.1No Waier

5.3Survival

15.4Successors

15.Assignment

15.Relationship of the Parties

15.7Governing Law

15.8Possession; Risk of Loss

15.9Review by Counsel

15.10Termination

15.11Exhibits

16.CONDITION PRECEDENT

17.COUNTERPARTS

EXHIBITS

EXHIBIT A—LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT B—PERMITTED EXCEPTIONS

EXHIBIT C-1—FORM OF TERM DEED

EXHIBIT C-2—FORM OF REVERSION DEED

EXHIBIT D—BILL OF SALE

EXHIBIT E—ASSIGNMENT AND ASSUMPTION OF LEASE

EXHIBIT F—COPY OF LESE AND GUARANTY

EXHIBIT G—FORM OF LETTER OF CREDIT

EXHIBIT H—FORM OF NON-FOREIGN AFFIDAVIT

EXHIBIT I—EXISTING REPORTS

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALES AGREEMENT (“Agreement”) is made as of the day ofJan. 13, 1995 (the “Effective Date”) by and between R&S KANSAS CITYASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited partnership(“Seller”), and SCRIBCOR, INC., an Illinois corporation (“Buyer”).

Recitals

A. Seller owns a parcel of land located at and known as 4900 Oak Street,Kansas City Mo., which land is more particularly described on Exhibit Aattached hereto (the “Land”), and the building (the “Building”), parkingarea, and other real property improvements located thereon(collectively, the “Real Property”).

B. The Real Property is subject to that certain Lease Agreement, datedas of Dec. 29, 1989 between Seller, as landlord, and Old AmericanInsurance Company, as tenant (“Tenant”), as amended by a First Amendmentto Lease, dated as of Nov. 12, 1991, between Seller and Tenant (as soamended, the “Lease”), which Lease is guaranteed by guaranty, dated asof Nov. 13, 1991, by Kansas City Life Insurance Company (the“Guaranty”).

Agreement

C. Subject to the terms and conditions herein, Seller desires to selland Buyer desires to purchase the Real Property.

NOW, THEREFORE, in consideration of the mutual covenants containedherein, Seller and Buyer agrees as follows:

2. PURCHASE AND SALE.

1.1 Property. Subject to the terms and conditions hereof, Seller herebyagrees to sell, convey and assign to Buyer, and Buyer hereby agrees topurchase and accept from Seller on the Closing Date (as defined inSection 5.1 below) the following (collectively, the “Property”):

(a) the Real Property, including any and all rights, privileges andeasements appurtenant thereto which are owned by Seller;

(b) all right, title and interest of Seller (if any) in and to thefollowing (the “Personal Property”): (i) all fixtures, equipment andother items of tangible personal property owned by Seller and attachedto or located on the Real Property; and (ii) all assignable ortransferable intangible property used in connection with the RealProperty, including (A) any and all guaranties and warranties pertainingto the Real Property, (B) all rights to obtain utility service inconnection with the Real Property, and (C) assignable licenses and othergovernmental permits and permissions relating to the Real Property; and

(c) the Lease and the Guaranty, together will all security or otherdeposits, if any, and other amounts collectible or due after Closing,and all rights and claims of Seller relating thereto from and after theClosing.

2. PURCHASE PRICE. Buyer shall pay as the total purchase price for theProperty (the “Purchase Price”) the sum of Ten Million Two Hundred FiftyThousand and No/100ths U.S. Dollars ($10,250,000.00).

2.1 Letter of Credit. On the Effective Date Buyer shall provide a letterof credit in the form attached as Exhibit G in the amount of Two HundredFive Thousand and No/100ths U.S. Dollars ($205,000.00) naming Seller asthe beneficiary, with an expiration date not earlier than Sep. 1, 1995,which letter of credit shall be issued by a lending institutionreasonably satisfactory to Seller (the “Letter of Credit”).

2.2 Payment of Purchase Price. The Purchase Price, plus of minus netprorations shall be due and payable on the Closing Date by wire transferof immediately available funds to an account or accounts specified bySeller. Seller shall on the Closing Date return the Letter of Credit toBuyer upon payment of the Purchase price.

3. TITLE AND SURVEY

3.4 Survey. Seller has provided Buyer with a Survey dated Dec. 15, 1993,by Shafer, Kline & Warren, P. A., Order Number 226734 (the “Survey”).Seller shall request that the Survey be recertified to Buyer, the TitleInsurer (as hereinafter defined), and the Term Trust and Reversion Trust(as those terms are hereinafter defined) as of a date after the date ofthis Agreement.

3.5 Title Insurance. Promptly after the date of this Agreement, Sellershall promptly hereafter apply to the Title Insurer for, and promptlyafter receipt thereof deliver to Buyer a commitment for an ALTA Owner'sPolicy (Oct. 17, 1992) of title insurance (the “Commitment”) issued byLawyers Title Insurance Corporation or another title insurance companyreasonably approved by Buyer (the “Title Insurer”) in the amount of thePurchase Price covering title to the Real Property. Buyer agrees toaccept title to the Real Property at Closing subject only to theexceptions set forth on Exhibit B attached hereto and made a part hereof(the “Permitted Exceptions”). Seller shall request that the TitleCompany deliver copies of all documents disclosed by Schedule B of theCommitment to Buyer with the Commitment. The Commitment may also includethe general exceptions customarily set forth therein; provided, however,that Seller shall execute such affidavits and other documents as arereasonably and customarily required by the Title Insurer in connectionwith the issuance of an “extended coverage” endorsement over the generalexceptions. At Closing, Seller shall pay to the Title Insurer the costof an owner's title insurance policy (the “Title Policy”) with thefollowing affirmative endorsements (to the extent the Title Insurer isauthorized to issue such endorsements): extended coverage, an accessendorsement, a survey endorsement, an encroachment endorsement (whereencroachments exist), a contiguity endorsement, a separate tax parcelendorsement and zoning a endorsement (form 3.1 including parking),provided that Buyer shall pay the cost of obtaining such zoningendorsement up to the amount of $5,000.00, with the additional cost, ifany, of such endorsement to be paid by Seller.

3.6 Title Clearance.

(a) If, at or prior to the Closing, it shall appear that the RealProperty is affected by any outstanding liens, encumbrances, interestsor other questions subject to which Buyer is not obligated to take titleunder the terms of this Agreement, and if such liens, encumbrances,interests or other questions of title may, in the reasonable opinion ofSeller, be removed as objections to title within sixty (60) days fromthe date set forth herein for the Closing, Seller may, but shall not beobligated to (except to the extent required in the immediatelysucceeding sentence), adjourn the Closing for a period not to exceedsixty (60) days for the purpose of removing such liens, encumbrances,interests or other questions. Nothing contained in this Agreement shallbe construed to require Seller to incur any expense, take any action orcommence any proceeding to remove any such liens, encumbrances,interests or other questions or to otherwise render Seller's titlemarketable or insurable, provided that Seller shall remove at its solecost and expense any liens which may be removed by the payment of moneyand arising out of the acts of omissions of Seller. In the event thatSeller fails to remove any such liens, encumbrances, interests or otherquestions or otherwise fails to convey title to the Real Property inaccordance with the provisions of this Agreement, Buyer may either (1)accept such title as Seller may be able to convey, without any reductionof the Purchase Price or other liability on the part of Seller, providedthat Buyer shall be entitled to deduct from the Purchase Price theamount of any lien of an ascertainable amount which Seller was requiredto have removed pursuant to the foregoing sentence of this Section3.3(a), or (2) terminate this Agreement by notice to Seller so electing,in which case the sole obligation of Seller shall be to return theLetter of Credit to Buyer, and upon such return this Agreement shall beof no further force and effect, neither party shall have any furtherrights or obligations hereunder, and the lien, if any, on the Premiseswhich may have been created by the delivery of the Letter of Credit andany other sums or things of value which may be paid on account of thisAgreement shall wholly cease.

(b) The existence of mortgages, liens or encumbrances, other than thePermitted Exceptions, shall not be objections to title provided thatproperly executed instruments, in recordable form, necessary to satisfythe same are delivered to Buyer at the Closing, together with anyrecording or filing fees required in connection therewith. Any suchmortgages, liens and encumbrances may be paid out of the cashconsideration to be paid by Buyer and, if a request is made in writingwithin three (3) business days prior to the Closing, Buyer agrees toprovide at the Closing separate official bank or certified checks, insuch amounts and payable to such parties as requested to facilitate thesatisfaction of any such mortgages, liens or encumbrances. No lien whichis the responsibility of Tenant or a subtenant of the Real Propertyshall be an objection to title, and no adjustment to the Purchase Pricetherefor shall be made.

(e) If, at the time of the Closing, the Real Property, or any partthereof, shall be or shall have been affected by an assessment orassessments which are or may become payable in annual installments thenfor the purpose or this Agreement, no unpaid installments of any suchassessment due on or after the date of the Closing shall be deemed to bedue and payable or to be liens upon the Premises.

(f) If a search of title discloses judgments, bankruptcies or otherreturns against other person having names the same as or similar to thatof Seller, Seller will, on request, deliver to Buyer and Buyer's titlecompany an affidavit showing that such judgments, bankruptcies or otherreturns are not against Seller and the existence thereof shall not be anobjection to title if Buyer's title company omits such matters asexceptions to title.

8. [INTENTIONALLY OMITTED]

9. CLOSING

9.1 Closing. The purchase and sale of the Property (“Closing”) shalloccur at 10:00 a.m. on or before Mar. 1, 1995 (the “Closing Date”) atthe offices of Rosenman & Colin, 575 Madison Avenue, New York, N.Y., orat such other location as shall be agreed upon by Seller and Buyer.

9.2 Transactions at Closing. On the Closing Date:

(a) Provided that Seller's conditions to Closing have been satisfied orhave been waived in writing by Seller, Seller shall deliver or cause tobe delivered to Buyer the following documents (collectively, the“Conveyance Documents”) duly executed by Seller and acknowledged whereappropriate:

(i) Two special warranty deeds (with covenants as to grantor's acts)(the “Deeds”) conveying: (1) an estate for year in the Real Property tothe Term Trust (as hereinafter defined) subject only to the PermittedExceptions in substantially the form of Exhibit C-1 attached hereto (the“Term Deed”); and (2) all remaining right, title and interest of Sellerin and to the Real Property to the Reversion Trust (as hereinafterdefined) subject only to he Permitted Exceptions in substantially theform of Exhibit C-2 attached hereto (the “Reversion Deed”);

(vii) A bill of sale without representation or warranty in the formattached hereto as Exhibit D conveying the Personal Property to the Termtrust;

(viii) An assignment and assumption of lease (the “Assignment andAssumption”) in the form attached hereto as Exhibit E;

(ix) An estoppel certificate of Tenant in substantially the formspecified in Article XXV1 of the Lease;

(x) An original or if unavailable, a copy certified to be true andcompleted by Seller, of the lease and Guaranty; and

(xi) Such other documents and instruments as may be reasonably requestedby Buyer or the Title Insurer and as are necessary and appropriate toeffect the Closing of the transaction contemplated herein.

(b) Provided that Buyer's conditions to Closing set forth herein havebeen satisfied or have been waived in writing by Buyer, Buyer shalldeliver or cause to be delivered to Seller the following items anddocuments duly executed by Buyer and acknowledged where appropriate:

(v) The Purchase Price, as adjusted in accordance with the terms of thisAgreement;

(vi) Corporate resolution(s) of Buyer, or otherwise other documentationin such form as may be satisfactory to Seller and the title company,evidencing Buyer's full authority to purchase the Property;

(vii) The Assignment and Assumption; and

(viii) Such other documents and instruments as may be reasonablyrequested by Seller and as are necessary and appropriate to complete theClosing of the transaction contemplated herein.

(d) Seller and Buyer shall execute a letter to Tenant (the “TenantNotification Letter”), disclosing the change of ownership of theProperty with the name and address of Buyer and the Closing Date, andBuyer shall, within forty-eight (48) hours following the Closing, causethe Tenant Notification letter to be delivered to Tenant.

10. PRORATIONS; CLOSING ITEMS.

6.1 Prorations.

(a) Basic rent (“Rent”) under the Lease shall be apportioned betweenBuyer and Seller as of 12:01 a.m. immediately preceding the ClosingDate.

(b) If the payment of Rent for the month during which Closing occurs hasbeen received by Seller by the Closing Date, then Buyer shall receive acredit against the Purchase Price for the prorated amount of Rent towhich it is entitled. If the payment of Rent for the month during whichClosing occurs has not been received by Seller by the Closing Date, thenSeller shall receive a credit increasing the Purchase Price for theprorated amount of Rent to which it is entitled, and Buyer shall theright to collect the entire payment of Rent for the month during whichClosing occurs.

(d) The provisions of this Section 6.1 will survive the Closing.

6.3 Closing Costs

(e) Seller shall pay all state and county transfer taxes.

(f) Subject to the provisions of Section 3.2, Seller shall bear allfees, costs and expenses of causing a title company to issue a titleinsurance policy as required by this Agreement.

(g) Each party shall bear its own fees and expenses of counsel inconnection with the negotiation and execution of this Agreement and theClosing of the purchase of the Property. Buyer shall bear all its costsand expenses incurred in connection with its due diligence activities,inspections and investigations in connection with the Agreement.

(h) Except for those costs specifically enumerated herein to be paid bySeller, none of the fees, costs, or expenses arising from or related tothis purchase and sale are to be borne by Seller.

11. REPRESENTATIONS AND WARRANTIES.

7.1 Representations and Warranties by Seller. (a) Without limiting anyother provision of this Agreement and as a material inducement forBuyer's entering into this Agreement, Seller represents and warrants toBuyer as follows:

(i) Seller has legal power, right and authority to enter into thisAgreement and the instruments referenced herein and to consummate thetransactions contemplated hereby, and this Agreement and theconsummation of the transactions contemplated hereby have been dulyauthorized by all necessary partnership actions.

(ii) This Agreement constitutes the legal and binding obligation ofSeller and is enforceable against Seller in accordance with its terms.

(iii) Seller is a limited partnership duly formed and validly existingas a limited partnership under the laws of the State of Connecticut.

(iv) A true, correct and complete copy of the Lease and Guaranty isattached hereto as Exhibit F.

(v) Seller is not a “Foreign Person”, as that term is defined forpurposes of the Foreign Investors In Real Property Tax Act of 1980, asamended (Section 1445 of the Internal Revenue Code of 1986, as amended)and the regulations promulgated thereunder (“FIRPTA”).

(vi) To the best of Seller's Actual Knowledge (as hereinafter defined),Seller has not received written notice of any material action,proceeding or investigation pending or threatened which would effect theProperty.

(vii) To the best of Seller's Actual Knowledge, Seller has not receivedany notice of violation of or potential liability arising under anyfederal, state, county, municipal or other governmental authority laws,regulations, ordinances, orders or directives relating to the use orcondition or operation of the Property, including but not limited tozoning, building, fire, air pollution, water pollution, environmental orhealth code violations, that have not been heretofore corrected.

(viii) To the best of Seller's Actual Knowledge, there is no suit,petition, study, investigation or other proceeding pending before anycourt, governmental agency of instrumentality, administrative orotherwise (including enforcement actions, administrative proceedings,arbitrations, or governmental investigations) regarding the Property. Tothe best of Seller's Actual Knowledge, there is no condemnationproceedings or declaration of taking or other similar instrument filedagainst the Property.

(ix) To the best of Seller's Actual Knowledge, there are no persons inpossession of, or having a right to possession of, any part of theProperty other than Seller, Tenant and persons (known or unknown)claiming by, through or under Tenant. A complete copy of the Lease hasbeen delivered to Buyer. The Lease is in full force and effect, is thevalid and binding obligation of the parties thereto, has not beenmodified or amended and is enforceable against such parties inaccordance with the terms thereof. To the best of Seller's ActualKnowledge, there are no defaults by either party to the Lease beyond anyapplicable grace or cure period. Seller has no obligation to paybrokerage commissions or other compensation in connection with theLease. All tenant improvements required thereunder to be made by Sellerhave been completed and paid for.

(x) To the best of Seller's Actual Knowledge, Seller has not receivedany notice of any special tax, levy or assessment for benefits orbetterments which affect the Property and no such special taxes, leviesor assessments are pending or contemplated.

(xi) Seller has not entered into any options, purchase and saleagreements, leases, employment agreements, service contracts of othercontracts affecting the Property, other than this Agreement and theLease, which will survive the Closing.

(c) For purposes of this Section 7.1. the following definitions shallobtain:

(i) “Actual Knowledge”. At any given time a person shall be deemed tohave Actual knowledge of a fact if such person has Conscious Awareness(as hereinafter defined) of such fact or if such fact is contained in adocument of which such person has Conscious Awareness or which wascreated during the course of a transaction in which such person activelyparticipated. A person, however, shall not be deemed to have ActualKnowledge of a fact merely because (i) such fact is contained in adocument or approved by such person if such person does not haveConscious Awareness of such document of if such document was not createdduring the course of a transaction in which such person activelyparticipated or (ii) any other individual in such person's organizationhas Actual knowledge of such fact. Seller Senior Management, as definedherein, shall, however, be deemed to have Actual Knowledge of a fact atany given time if any single individual in the group comprising SellerSenior Management has Actual Knowledge of such fact at the given time.

(ii) “Conscious Awareness”. A person shall be deemed to have ConsciousAwareness of a fact at any given time if such person actually rememberedsuch fact at the given time. A person shall not be deemed to haveConscious Awareness of a fact at a given time if such person did notactually remember such fact at the given time unless such fact iscontained in a document previously read or executed by such person inthe course of a transaction in which such person actively participated.A person shall not be deemed to have Conscious Awareness of a factmerely because any other individual in such person's organization hasConscious Awareness of such fact. Seller Senior Management shall,however, be deemed to have Conscious Awareness of a fact at any giventime if any single individual in the group comprising such seniormanagement had Conscious Awareness of such fact at the given time.

(iii) “Seller Senior Management” shall mean Jonathan Molin and JackGinende.

7.2 Buyer's representations and Warranties. Buyer hereby represents andwarrants to Seller that Buyer has legal power, right and authority toenter into this Agreement and the instruments referenced herein and toconsummate the transactions contemplated hereby, and this Agreement andthe consummation of the transactions contemplated hereby have been dulyauthorized by all necessary parties.

7.3 Buyer Accepts Property “As Is”.

(a) Buyer acknowledges for Buyer and Buyer's successors, heirs andassignees, (i) that Buyer has been given a reasonable opportunity toinspect and investigate the Property, all improvements thereon and allaspects relating thereto, either independently or through agents andexperts of Buyer's choosing and (ii) that Buyer is acquiring theProperty based upon Buyer's own investigation and inspection thereof,and (iii) the provisions of this Section 7.3(a) shall survive Closingand shall not be merged therein. SELLER AND BUYER AGREE THAT THEPROPERTY SHALL BE SOLD AND THAT BUYER SHALL ACCEPT POSSESSION OF THEPROPERTY ON THE CLOSING DATE “AS IS, WHERE IS, WITH ALL FAULTS” WITH NORIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT EXCEPT ASEXPLICITLY SET FORTH IN THIS AGREEMENT SUCH SALE SHALL BE WITHOUTREPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION, WARRANTY OF INCOME, POTENTIAL, OPERATING EXPENSES,USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND EXCEPT ASEXPLICITY SET FORTH IN THIS AGREEMENT, SELLER DOES HEREBY DISCLAIM ANDRENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BUYER SPECIFICALLYACKNOWLEDGES THAT, WITH THE EXCEPTION OF THE REPRESENTATIONS ANDWARRANTIES OF THE SELLER EXPLICITLY SET FORTH HEREIN, BUYER IS NOTRELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,EXPRESS OR IMPLIED, FROM SELLER, OTHER AGENTS OR BROKERS AS TO ANYMATTER CONCERNING OR RELATED TO THE PROPERTY, INCLUDING WITHOUTLIMITATION:

(2) THE CONDITION OR SAFETY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON,INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICALSYSTEMS, ROOFING, AIR CONDITIONING, IF ANY, FOUNDATIONS, SOILS ANDGEOLOGY, INCLUDING HAZARDOUS MATERIALS, LOT SIZE, OR SUITABILITY OF THEPROPERTY OR ITS IMPROVEMENTS FOR A PARTICULAR PURPOSE; (2) WHETHER THEAPPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER; (3) THEHABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THEQUALITY OF ITS CONSTRUCTION; (4) THE FITNESS OF ANY PERSONAL PROPERTY;(5) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION,OR IN COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE OR FEDERALSTATUTES, CODES OR ORDINANCES; OR (6) MATTERS RELATED TO THE LEASE, THEGUARANTY OR TENANT. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT IT ISRELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTY, REVIEW OF THELEASE AND GUARANTY AND INVESTIGATIONS CONCERNING TENANT AND NOT UPON ANYREPRESENTATIONS MADE TO IT BY SELLER, ITS OFFICERS, DIRECTORS,CONTRACTORS, MANAGERS OR EMPLOYEES NOR ANY PERSON WHOMSOEVER, OTHER THANTHOSE EXPLICITY SET FORTH IN THIS AGREEMENT. ANY REPORTS, REPAIRS ORWORK REQUIRED BY BUYER ARE TO BE THE SOLE REPONSIBILITY OF BUYER ANDBUYER AGREES THAT THERE IS NO OBLIGATION ON THE PART OF SELLER TO MAKEANY CHANGES, ALTERATIONS, OR REPAIR TO THE PROPERTY.

(b) Except as otherwise provided herein, Buyer, for Buyer and Buyer'ssuccessors in interest, releases Seller from, and waives all claims andliability which Buyer may have against Seller for, any structural,physical or environmental condition of the Property and further releasesSeller from, and waives all liability against Seller attributable to thestructural, physical or environmental condition of the Property,including without limitation, the presence, discovery or removal of anyHazardous Materials (as hereinafter defined) in, at, about or under theProperty, or for, connected with or with or arising out of any and allclaims or causes of action based upon the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980, the SuperfundAmendments and Reauthorization Act of 1986, the Resource Conservationand Recovery Act, the Toxic Substances Control Act, as such acts may beamended from tine to time, or any other federal or state statutory orregulatory cause of action arising from or related to HazardousMaterials at, in, about or under the Property (collectively, the“Hazardous Waste Laws”). The waiver and release of Buyer set forth inthis Section 7.3(b) shall survive the Closing Date and shall beenforceable at any time after the Closing Date.

(c) “Hazardous Materials” Defined. For purposes of this Agreement, theterm “Hazardous Material” shall mean any substance, chemical, waste ormaterial that is or becomes regulated by any federal, state or localgovernment authority because of its toxicity, infectiousness,radioactivity, explosiveness, ignitability, corrosiveness or reactivity,including, without limitation, those substances regulated by theHazardous Waste laws.

(d) Hazardous Materials. In addition to and not by way of limitation ofthe sale of the Property on an “AS IS” basis under this Agreement, Buyeracknowledges receipt of copies of the environmental and engineeringreports (the “Existing Reports”) listed on Exhibit 1 hereto. Sellermakes no representations or warranties whatsoever to Buyer regarding (A)the Existing Reports, if any (including, without limitation, thecontents, completeness and/or accuracy thereof or the ability of Buyerto rely thereon), and/or (B) the presence or absence of any HazardousMaterials, in, at, or under the Property; provided, however, Seller doeshereby represent and warrants Buyer that to the best of Seller's ActualKnowledge, except for the matters disclosed by the Existing Reports,there are no other matters or conditions relating to the Property theexistence of which would or might reasonably be foreseen to give rise toa violation of any Hazardous Waste law. Buyer has made such studies andinvestigations, conducted such tests and surveys, and engaged suchspecialists as Buyer has deemed appropriate to evaluate fairly theProperty and its risks from an environmental and Hazardous Materialsstandpoint.

8. SELLER'S COVENANTS. With respect to the period between Effective Datehereof and the Closing Date, Seller covenants as follows:

8.1 The Lease. Seller: (i) shall use reasonable efforts to perform allof the obligations of the landlord under the lease and to cause Tenantto perform all of the obligations of the tenant under the Lease; (ii)shall promptly notify Buyer of any material default under the Lease ofwhich Seller has Actual Knowledge; and (iii) shall promptly deliver toBuyer copies of all correspondence received by Seller with respect tothe Property from Tenant or any governmental authority. Seller shall notterminate the Lease, and without Buyer's prior written consent, shallnot amend or cancel the Lease. Seller shall not accept from Tenantpayment of rent more that one month in advance.

8.2 Contracts. Without Buyer's prior written consent, Seller shall notenter into any contract with respect to the Property which will survivethe Closing and for which Buyer shall be liable.

8.3 Further Liens. Without Buyer's prior written consent, Seller shallnot between the Effective Date and the Closing Date further encumber theProperty with any lien or deed of trust which will not be removed atSeller's sole cost and expense on or before the Closing Date.

Buyer's remedies for a breach on any of the foregoing covenants shall beas provided in Section 12.2 hereof. No obligations under this Section 8shall survive the Closing.

9.0 CONDITIONS TO CLOSING.

9.1 Seller's Conditions. The obligation of Seller to sell and convey theProperty under this Agreement is subject to the satisfaction of thefollowing conditions precedent or conditions concurrent (thesatisfaction of which may be waived only in writing by Seller):

(a) Delivery and execution by Buyer of all monies, items, and otherinstruments required to be delivered by Buyer to Seller;

(b) Buyer's warranties and representations set forth herein shall betrue and correct in all material respects;

(c) All of the actions by Buyer required by this Agreement shall havebeen completed; and

(d) There shall be no uncured default by Buyer of any of its obligationsunder this Agreement.

Notwithstanding the foregoing, if a condition of Seller is unsatisfiedon the Closing Date because of a breach of this Agreement by Seller,then such condition shall be deemed satisfied. Seller shall have no dutyor obligation to cause the satisfaction of any of its conditions toClosing set forth in this Section 9.1.

9.2 Buyer's Conditions. The obligation of Buyer to pay the PurchasePrice and acquire the Property under this Agreement is subject to thesatisfaction of the following conditions precedent or conditionsconcurrent (the satisfaction of which may be waived only in writing byBuyer):

(a) Delivery and execution by Seller of all items and other instrumentsto be delivered by Seller pursuant to the other provisions of thisAgreement and the following additional items:

(i) Federal and state UCC searches showing that there are no mattersthat would constitute a lien, charge or prior right against the PersonalProperty; and

(ii) All keys used in connection with the Building and the combinationsto all combination locks included on the Property in Seller's possessionand control.

(b) Seller's warranties and representations set forth herein shall betrue and correct in all material respects;

(c) Buyer shall have received an estoppel certificate from Tenant in theform specified in Article XXVI of the Lease, certifying (i) that thecopy of the Lease which is annexed to such certificate is a true andcorrect copy of the Lease, and, as modified by a First Amendment toLease, dated as on Nov. 12 1991, between Seller and Tenant, is in fullforce and effect; (ii) the dates to which Rent and Taxes (as such termsare defined in the Lease) due under the Lease have been paid; and (iii)whether, to the best knowledge of Tenant, any default exists under theLease and, if any such default exists, specifying the nature and periodof existence thereof and what action Tenant is taking or proposes totake with respect thereto.

(d) All of the actions by Seller required by this Agreement shall havebeen taken.

(e) There shall be no uncured default by Seller of any of itsobligations under this Agreement.

(f) There shall be no uncured monetary default beyond any applicablegrace or cure period by Tenant under the Lease.

Notwithstanding the foregoing, if a condition of Buyer is unsatisfied onthe Closing Date because of a breach of this Agreement by Buyer, thensuch condition shall be deemed satisfied. Buyer shall have no duty orobligation to cause the satisfaction on any of its conditions to Closingset forth in this Section 9.2

9.3 Failure of Condition.

(a) In the event of a failure of any condition of Seller contained inSection 9.1 above, Seller may in its sole discretion:

(i) Terminate this Agreement by notice to Buyer, and (A) if Buyer is notin default hereunder, Buyer shall receive the Letter of Credit, and (B)if Buyer is in default hereunder, Seller be entitled to the remediesafforded it pursuant to Section 12.1 hereof; or

(ii) Seller may waive such condition and close the transaction.

(b) In the event of a failure of any condition of Buyer contained inSection 9.2, then Buyer may:

(i) Terminate this Agreement by notice to Seller, in which event: (A) ifSeller is not in default hereunder, Buyer shall receive the Letter ofCredit, (B) if Seller is in default hereunder, Buyer shall be entitledto pursue its remedies pursuant to Section 12.2 hereof; or

(ii) Buyer may waive such condition and close the transaction.

10.0 DAMAGE OR DESTRUCTION OF THE PROPERTY; CONDEMNATION.

10.1 Damage or Destruction of the Property.

(a) If, between the Effective Date and the Closing Date, the Property isMaterially Damaged or Destroyed (as hereinafter defined), Buyer mayelect in writing, within five (5) days after receipt of notice fromSeller of such damage or destruction, accompanied by informationregarding the amount and payment of insurance, to terminate thisAgreement or to purchase the Property without regard to such damaged ordestruction. If Buyer fails to notify Seller of Buyer's election, Buyerwill be deemed to have elected to proceed with the purchase of theProperty. In the event that Buyer purchases the Property, Seller have noobligation to repair any such damage or destruction, nor shall thePurchase Price be adjusted. “Materially Damaged or Destroyed” shall meandamage or destruction, the repair or replacement of which would (i)reasonably take more than ninety (90) days to complete or the cost ofwhich would exceed $1,000,000, as determined by a licensed generalcontractor selected by Seller and reasonably approved by Buyer or (ii)give rise to a right to Tenant to terminate the Lease.

(b) If Buyer elects to terminate this Agreement in accordance withSection 10.1(a), this Agreement shall be of no further force and effectsubject to Section 15.10, and the Letter of Credit shall be returned tobuyer.

(c) If Buyer elects or is required to purchase the Property despite suchdamage or destruction, Seller shall assign its rights to insuranceproceeds to and Buyer shall be entitled to receive any insuranceproceeds to which Seller is entitled.

10.2 Condemnation. If prior to Closing all or a Material Part (asdefined herein) of the Property is subject to a proposed taking by anypublic authority, Seller shall promptly notify Buyer of such proposedtaking and Buyer may terminate this Agreement by notice to Seller withinfive (5) days after written notice thereof. If Buyer so elects, thisAgreement shall be of no further force and effect. If Buyer does not soterminate this Agreement, or if the taking is as to a non-Material Partof the Real Property, Buyer shall accept all of the Property subject tothe taking without a reduction in the Purchase Price and shall receiveat Closing an assignment of all of Seller's rights to any condemnationaward, subject to Tenant's rights under the Lease. “Material Part” shallmean (i) 10% or more of the area of the Land or the full area of thebuilding and other improvements on the Land or (ii) a part such as givesrise to a right to Tenant to terminate the Lease.

11.0 COMMISSIONS, EXPENSES AND CREDITS.

11.1 Payment of the Sale Commission. Buyer and Seller represent andwarrant to each other that the party making such warranty dealt with noreal estate broker or agent in connection with this transaction exceptfor FDC Management Group, Inc. (the “Broke”) and Buyer shall be solelyresponsible for the payment of a brokerage fee to the Broker based on aseparate agreement between Broker and Buyer. Seller hereby indemnifiesBuyer and holds Buyer harmless from any and all demands or claims whichnow or hereafter may be asserted against Buyer for any brokerage fees,commissions or similar types of compensation which may be claimed by anybroker which claims to have dealt with Seller or which claims to havebeen engaged by Seller and all expenses and costs in handling ordefending any such demand or claim (including reasonable attorneysfees). Buyer hereby indemnifies Seller and holds Seller harmless fromany and all demands or claims which now or hereafter may be assertedagainst Seller for any brokerage fees, commissions or similar types ofcompensation which may be claimed by any broker which claims to havedealt with Buyer or which claims to have been engaged by Buyer and allexpenses and costs in handling or defending any such demand or claim inconnection with this transaction (including reasonable attorneys fees).

12. REMEDIES.

12.1 Seller's Remedies. If Buyer defaults in its obligations under thisAgreement, Seller shall entitled to terminate this Agreement andimmediately draw down the Letter of Credit and retain the proceedsthereof as liquidated damages. SELLER AND BUYER ACKNOWLEDGE THATSELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE SPECIFIEDSUM IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES. SELLER AND BUYERFURTHER AGREE THAT THIS SECTION 12.1 IS INTENDED TO AND DOES LIQUIDATETHE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDYAGAINST BUYER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO ABREACH BY BUYER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONSCONTEMPLATED BY THIS AGREEMENT.

12.2 Buyer's Remedies. If Seller defaults in its obligations to sell theProperty under this Agreement, (i) buyer may elect to treat thisAgreement as terminated, in which case all payments and things of valueprovided by Buyer hereunder (including the Letter of Credit) shall bereturned to Buyer and Buyer may recover as its sole recoverable damagesits actual out-of-pocket expenses and costs in connection with thistransaction, which damages shall not exceed $75,000.00 in any event, or(ii) Buyer may elect to treat this Agreement as being in full force andeffect, and Buyer shall have the right to an action for specificperformance, which action shall seek enforcement of this Agreementstrictly in accordance with its terms. SELLER AND BUYER FURTHER AGREETHAT THIS SECTION 12.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OFDAMAGES DUE BUYER AND THE REMEDIES AVAILABLE TO BUYER, AND SHALL BEBUYER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITYARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS OBLIGATION TOCONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

13. NOTICES.

All notices, requests or demands to a party hereunder shall be inwriting and shall be effective (i) when delivered personally, (ii) whenreceived by overnight courier service or facsimile telecommunication(provided that a copy of such notice, request or demand is depositedinto the United States mail within one (1) business day of the facsimiletransmission), or (iii) three (3) days after being deposited into theUnited States mail (sent certified or registered, return receiptrequested), in each case addressed as follows (or to such other addressas Buyer or Seller may designate in writing in accordance with thisSection 13):

If to Seller: R&S Kansas City Associates Limited Partnership c/o U.S.Realty Advisors, Inc. 1370 Avenue of the Americas New York, New York10019 Attention: Mr. Jonathan Molin President Telecopy Number (212)581-4950 Confirmation Number: (212) 581-4540 With a copy to: Gordon M.Alpert, Esq. Rosenman & Colin 575 Madison Avenue New York, New York10022 Telecopy Number: (212) 940-7049 Confirmation Number: (212)940-8920 If to Buyer Scribcor, Inc. 400 North Michigan Avenue Chicago,IL 60611 Attention: Richard M. Ross, Jr. President Telecopy Number:(312) 923-8023 Confirmation Number: (312) 923-8000

With a copy to Stephen Tomlinson, Esq Kirkland & Ellis 200 East RandolphDrive Suite 5900 Chicago, IL 60601 Telecopy Number: (312) 861-2200Confirmation Number: (312) 861-2386

14, NON-FOREIGN AFFIDAVIT.

Seller shall provide Buyer, on or before the Closing Date, with anon-foreign affidavit sufficient in form and substance to relieve Buyerof any and all withholding obligations under federal law, whichaffidavit shall be substantially in the form attached hereto as ExhibitH. If Seller does not furnish Buyer with said affidavit, or if Buyer hasreason to believe that said affidavit would be wholly or partially falseif given and so notifies Seller, in writing, on or before the ClosingDate, Buyer shall be entitled to withhold up to ten percent (10%) of thePurchase Price in an escrow account until such time as Seller furnishesBuyer with a qualifying statement from the Internal Revenue Servicesufficient to relieve Buyer of any and all withholding obligations underfederal law, or until Buyer is required to deliver said funds to theInternal Revenue Service, whichever first occurs.

15, MISCELLANEOUS.

15.1 No Waiver. No waiver by any party of the performance orsatisfaction of any covenant or condition shall be valid unless inwriting and shall not be considered to be a waiver by such party of anyother covenant or condition hereunder.

15.2 Entire Agreement. This Agreement contains the entire agreementbetween the parties regarding the Property and supersedes all prioragreements, whether written or oral, between the parties regarding thesame subject. This Agreement may only be modified in writing.

15.3. Survival. Except for as otherwise specifically provided in thisAgreement, none of the agreements, warranties and representationscontained herein shall survive the Closing.

15.4 Successors. This Agreement shall bind and inure to the benefit ofthe parties hereto and to their respective legal representatives,successors and permitted assigns.

15.5 Assignment. Buyer shall have the right to assign its rights (butnot its obligations) under this Agreement to two trusts to beestablished by Buyer one of which trusts shall acquire an estate foryears in the Property (the “Term Trust”) and one of which shall acquirethe remaining interest of Seller in the Property (the “ReversionTrust”). Seller shall cooperate in all reasonable respects with Buyer ineffecting such conveyances, provide that Seller shall not be required toincur any incrementally additional expense in so cooperating. Except asprovided above, Buyer shall not have any right to assign, transfer orencumber its rights under this Agreement, without the prior writtenconsent of Seller, which consent may be withheld in Seller's sole,absolute and unfettered discretion. Any assignment, transfer orencumbrance by Buyer requiring, but made without, Seller's prior writtenconsent, shall be void ab initio and shall constitute a breach by Buyerof this Agreement entitling Seller to terminate this Agreement andexercise its remedies to immediately draw down the Letter of Credit andretain the proceeds thereof as liquidated damages under Section 12.1hereof. No assignment, transfer or encumbrance solely in favor ofperson(s) or entity(ies) in a control relationship with Buyer shall bedeemed to violate this Section 14.5. “Control relationship” shall bedeemed to mean either (a) ownership of fifty percent (50%) or more ofall of the voting stock of a corporation or fifty percent (50%) or moreof all of the legal and equitable interest in a partnership or otherbusiness entity or (b) the possession of the power directly orindirectly to direct or cause the direction of management and policy ofa corporation, partnership or other business entity, whether through theownership of voting securities, by contract, common directors orofficers, the contractual right to manage the business affairs of anysuch corporation, partnership or business entity, or otherwise. Buyerrepresents, warrants and certifies to Seller that Buyer has notassigned, transferred or encumbered or agreed to assign, transfer orencumber, directly or indirectly, all or any portion of its rights orobligations under this Agreement in violation of this Section.

15.6 Relationship of the Parties. The parties acknowledge that neitherparty is an agent for the other party, and the neither party shall orcan bind or enter into agreements for the other party.

15.7 Governing Law. This Agreement and the legal relations between theparties hereto shall be governed by and construed in accordance with thelaws of the State of Missouri.

15.8 Possession; Risk of Loss. Seller shall deliver to Buyer possessionof the Property on the Closing Date, subject to Permitted Exceptions andthe terms and conditions of this Agreement. All risk of loss or damagewith respect to the Property shall pass from Seller to Buyer on theClosing Date.

15.9 Review by Counsel. The parties acknowledge that each party and itscounsel have reviewed and approved this Agreement, and the partieshereby agree that the normal rule of construction to the effect that anyambiguities are to be resolved against the drafting party shall not beemployed in the interpretation of this Agreement or any amendments orexhibits hereto.

15.10 Termination. Upon termination of this Agreement for any reason byeither party, Buyer shall have the obligation to return to Seller alldocuments and copies thereof (including the survey, if any) any otherinformation or documentation prepared by any third party in conjunctionwith Buyer's inspections of the Property. Seller shall not have anyobligation to return the Letter of Credit to Buyer, upon any terminationof this Agreement by Buyer, until the documents and copies thereof(including the survey, if any) and other information have been return toSeller.

15.11 Exhibits. The Exhibits attached hereto form a part of thisAgreement and are incorporated herein by this reference.

16. CONDITION PRECEDENT.

Buyer's obligations under this Agreement shall be conditioned uponBuyer's completion on or before 5:00 p.m. EST on Thursday, Jan. 19, 1995of an inspection of the Real Property. If Buyer shall effectively notifySeller in writing within said period that the Real Property is not in acondition reasonably satisfactory to Buyer, then Buyer may elect by suchnotice to terminate this Agreement, in which event neither part shallhave any further rights or obligations hereunder and the Letter ofCredit shall be returned to Buyer. In the absence of such effectivenotice, this condition shall be deemed waived by Buyer.

17. COUNTERPARTS.

This Agreement may be executed in any number of counterparts each ofwhich, when taken together, shall constitute one agreement. ThisAgreement shall only be effective if a counterpart is signed by bothSeller and Buyer.

IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate first set forth above.

SELLER: R&S KANSAS CITY ASSOCIATES LIMITED PARTNERSHIP By: U.S. RealtyCapital Services, Inc., a general partner By:                                           Name:                                           Title:                                           BUYER: SCRIBCOR, INC. By:                                           Name:                                         Title:                                          

EXHIBIT C Form of Trust Agreement FIRST AMENDED AND RESTATED REMAINDERTRUST AGREEMENT BETWEEN SCRIBCOR, INC. SELLER AND AMERICAN NATIONAL BANKAND TRUST COMPANY OF CHICAGO REMAINDER TRUSTEE DATED AS OF AUG. 25, 1995

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BYREFERENCE 1.1 Definitions 578 ARTICLE II ORGANIZATION 2.1 Name 579 2.2Office 579 2.3 Purposes and Powers 579 2.4 Appointment of RemainderTrustee 580 2.5 Initial Capital Contribution of Trust Estate 580 2.6Declaration of Trust 581 2.7 Liability of the Seller and theCertificateholders 581 2.8 Title to Trust Property 582 2.9 Situs ofTrust 582 2.10 Representations and Warranties of the Seller 583 2.11 TaxTreatment 585 ARTICLE III 3.1 Initial Certificate Ownership 585 3.2 Formof the Certificates 585 3.3 Execution, Authentication and Delivery 5863.4 Registration; Registration of Transfer and Exchange of 586Certificates 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 5883.6 Persons Deemed Certificateholders 589 3.7 Access to List ofCertificateholders' Names and Addresses 589 3.8 Maintenance of CorporateTrust Office 590 3.9 Seller as Certificateholder 590 3.10 Restrictionson Transfer 590 ARTICLE IV ACTIONS BY REMAINDER TRUSTEE 592 4.1 PriorNotice to Certificateholders with Respect to Certain 592 Matters 4.2Prohibitions with Respect to Certain Matters 592 4.3 Bankruptcy 592 4.4Restrictions on Certificateholders' Power 593 4.5 Majority Control 593ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES 593 5.1Establishment of Administration Account 593 5.2 Application of TrustFunds 594 5.3 Method of Payment 596 5.4 Accounting and Reports to theCertificateholders, the 596 Internal Revenue Service and Others 5.5Signature on Returns 597 ARTICLE VI THE REMAINDER TRUSTEE 597 6.1 Dutiesof Remainder Trustee, General 597 6.2 Duties of Remainder Trustee,Specific 598 6.3 Rights of Remainder Trustee 603 6.4 Acceptance ofTrusts and Duties 603 6.5 Action upon Instruction by Certificateholders606 6.6 Furnishing of Documents 607 6.7 Representations and Warrantiesof Remainder Trustee 607 6.8 Reliance; Advice of Counsel 6.9 RemainderTrustee Shall Not Own Certificates and Notes 609 6.10 Compensation;Reimbursable Costs 610 6.11 Replacement of Remainder Trustee 611 6.12Merger or Consolidation of Remainder Trustee 613 6.13 Appointment ofCo-Trustee or Separate Trustee 613 6.14 Eligibility Requirements forRemainder Trustee 615 ARTICLE VII TERMINATION OF TRUST AGREEMENT 615 7.1Termination of Trust Agreement 615 7.2 Termination Pursuant to Section6.2 617 7.3 Distribution of Remainder Proceeds 619 7.4 Default byPurchaser 619 ARTICLE VIII AMENDMENTS 620 8.1 Amendments 620 8.2 Form ofAmendments 620 ARTICLE IX MISCELLANEOUS 621 9.1 No Legal Title to TrustEstate. 621 9.2 Limitations on Rights of Others 621 9.3 DerivativeActions. 622 9.4 Notices 622 9.5 Severability 623 9.6 Counterparts 6239.7 Successors and Assigns 623 9.8 No Recourse 624 9.9 Headings 624 9.10Governing Law 624 EXHIBITS Exhibit A Form of Certificate Exhibit B Formof Securities Act Exemption Certificate Exhibit C Form of UndertakingLetter Exhibit D Form of Distribution Date Statement Exhibit E Lease andGuarantee

FIRST AMENDED AND RESTATED TRUST AGREEMENT, dated as of Aug. 25, 1995,between SCRIBCOR, INC., an Illinois corporation, as Seller, and AmericanNational Bank and Trust Company of Chicago, a national bankingassociation, not in its personal capacity but solely as RemainderTrustee (the “Remainder Trustee”) of the Trust created hereby.

RECITALS

A. Seller and The First National Bank of Chicago, as Trustee (the“Resigning Trustee”) are parties to that certain Trust Agreement datedas of Apr. 17, 1995 (the “Original Agreement”) establishing the K. C.LURE® Trust 1995-1.

B. Pursuant to Section 6.11 of the Original Agreement, the ResigningTrustee desires to resign as Remainder Trustee and has so notified theCertificateholders and the Certificateholders have appointed AmericanNational Bank and Trust Company of Chicago as the successor RemainderTrustee and American National Bank and Trust Company of Chicago desiresto accept such appointment and does so by its execution of thisAgreement.

C. The parties hereto, acting pursuant to Sections 8.1 and 8.2 of theAgreement, wish to amend and restate the Original Agreement ashereinafter set forth and the Certificateholders consent to suchamendment and restatement.

The Seller and the Remainder Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATED BY REFERENCE

SECTION 1.1 Definitions. Certain capitalized terms used in thisAgreement shall have the respective meanings assigned to them inAppendix A attached hereto. All references herein to “the Agreement” or“this Agreement” are to this Trust Agreement, and all references hereinto Articles, Sections and subsections are to Articles, Sections andsubsections of this Agreement unless otherwise specified.

ARTICLE II Organization

SECTION 2.1 Name. The Trust created hereby shall be known as the K. C.LURE® Trust 1995-1 in which name the Remainder Trustee may conduct thebusiness of the Trust, make and execute contracts and other instrumentson behalf of the Trust and sue and be sued on behalf of the Trust.

SECTION 2.2 Office. The office of the Trust shall be in care of theRemainder Trustee at the Corporate Trust Office or at such other addressas the Remainder Trustee may designate by written notice to theCertificateholders.

SECTION 2.3 Purposes and Powers. (a) The purpose of the Trust is toengage in the following activities:

(i) to acquire, manage and hold the Trust Estate in accordance with theterms hereof;

(ii) to issue the Certificates pursuant to this Agreement, and to sell,transfer or exchange the Certificates;

(iii) to collect and receive all payments if any, required to be made:(a) by the Tenant under the Lease to the Remainder Trustee, whether suchpayments constitute Rent or other sums required to be paid by the Tenantpursuant to the terms of the Lease; (b) by the Term Trustee pursuant tothe terms of the agreement establishing the Term Trust or theAdministration Agreement; and to make payment of any amounts so receivedto the Certificateholders in the manner herein set forth, and to pay theorganizational, start-up and transactional expenses of the Trust;

(iv) to enter into and perform the obligations and exercise the rightsof the Remainder Trustee under the Administration Agreement, includingwithout limitation, the right to: a) monitor the condition of the RealProperty and the performance of the Tenant under the Lease with respectto the maintenance and preservation of the same; and b) give and receiveall notices required or permitted to be given or received by theRemainder Trustee.

(v) subject to the limitations hereinafter set forth herein, to engagein those activities, including entering into agreements, that arenecessary, suitable or convenient to accomplish the foregoing or areincidental thereto or connected therewith; and

(vi) subject to compliance herewith, to engage in such other activitiesas may be required in connection with conservation of the Trust Estateand the maintenance and preservation of the Real Property for thebenefit of the Certificateholders.

The Trust shall not engage in any activity other than in furtherance ofthe foregoing or as specifically required or authorized by the terms ofthis Agreement or the Administration Agreement.

SECTION 2.4 Appointment of Remainder Trustee The Certificateholders,acting pursuant to Section 6.11, hereby appoint the Remainder Trustee astrustee of the Trust effective as of the date hereof, to have all therights, powers and duties set forth herein, and the Remainder Trusteehereby accepts such appointment subject to the terms and conditions setforth in this Agreement.

SECTION 2.5 Initial Capital Contribution of Trust Estate. The Seller haspreviously sold, transferred, assigned and conveyed to the ResigningTrustee, not personally, but solely in its capacity s Remainder Trusteeunder the Original Agreement, a remainder interest in the Real Property,the Lease and the Guarantee, and currently herewith, the ResigningTrustee has assigned, transferred, conveyed and set over to theRemainder Trustee all right, title and interest of the Resigning Trusteein and to the Trust Estate. The Remainder Trustee hereby acknowledgesreceipt in trust from the Resigning Trustee, as of the date hereof, ofthe foregoing contribution, which shall constitute the initial TrustEstate. The Seller has paid all organizational expenses of the Trustincurred through the date hereof together with the Trustee's Fee. Exceptas specifically provided in Section 6.10, the Seller shall have nofurther obligations with respect to the payment of Reimbursable Costs orany other fees or expenses incurred by the Remainder Trustee after thedate hereof.

SECTION 2.6 Declaration of Trust. The Remainder Trustee hereby declaresthat it shall hold the Trust Estate in trust, upon and subject to theconditions set forth herein, for the use and benefit of theCertificateholders, subject to the obligations of the Trust under theLease and the Administration Agreement. It is the intention of theparties hereto that the Trust constitute a grantor trust and that thisAgreement constitute the governing instrument of such grantor trust. Itis the intention of the parties hereto that, solely for purposes offederal income taxes, state and local income and franchise taxes, andany other taxes imposed upon, measured by, or based upon gross or netincome, the Trust shall be treated as a grantor trust subject to theprovisions of Subchapter J of Chapter 1 of the Code (or thecorresponding provisions of applicable state or local law). The partiesagree that, unless otherwise required by appropriate tax authorities,the Trust shall file or cause to be filed annual or other necessaryreturns, reports and other forms consistent with the characterization ofthe Trust as a grantor trust for such tax purposes. Effective as of thedate hereof, the Remainder Trustee shall have all rights, powers andduties set forth herein and under applicable law with respect toaccomplishing the purposes of the Trust.

SECTION 2.7 Liability of the Seller and the Certificateholders.

(a) In no event shall the Seller be liable, directly or indirectly, forany losses, claims, damages, liabilities and expenses of the Trust(including, without limitation but except as specifically providedotherwise in Section 6.10, Reimbursable Costs, to the extent not paidout of the Trust Estate) including, without limitation, (i) any loss,cost, damage or expense suffered or incurred by the Trust in connectionwith the ownership, use, operation and maintenance of the Real Property(ii) any losses incurred by a Certificateholder in its capacity as aninvestor in the Certificates or (iii) any losses, claims, damages,liabilities and expenses arising out of the imposition by any taxingauthority of any federal, state or local income or franchise taxes, orany other taxes imposed on or measured by gross or net income, gross ornet receipts, capital, net worth and similar items (including anyinterest, penalties or additions with respect thereto) upon theCertificateholders, or the Remainder Trustee (including any liabilities,costs or expenses with respect thereto) with respect to the Trust Estatenot specifically indemnified or represented to hereunder.

(b) No Certificateholder shall have any personal liability for anyliability or obligation of the Trust.

SECTION 2.8 Title to Trust Property . Legal title to all of the TrustEstate shall be vested at all times in the Trust as a separate legalentity except to the extent that applicable law requires title to anypart of the Trust Estate to be vested in a trustee or trustees, in whichcase title shall be deemed to be vested in the Remainder Trustee, aco-trustee and/or a separate trustee, as the case may be.

SECTION 2.9 Situs of Trust . The Trust shall be located and administeredin the State of Illinois. All bank accounts maintained by the RemainderTrustee on behalf of the Trust shall be located in the State ofIllinois. The Trust shall not have any employees in any state other thanIllinois; provided, however, that nothing herein shall restrict orprohibit the Remainder Trustee from having employees within or withoutthe State of Illinois. Payments shall be received by the Trust only inIllinois, and payments or other distributions will be made by the Trustonly from Illinois. The only office of the Trust shall be the CorporateTrust Office in Chicago, Ill.

SECTION 2.10 Representations and Warranties of the Seller. The Sellerhereby represents and warrants to the Remainder Trustee that:

(a) The Seller has been duly organized and is validly existing as acorporation in good standing under the laws of the State of Illinois,with power and authority to own its properties and to conduct itsbusiness as such properties are presently owned and such business ispresently conducted and had at all relevant times, and now has, power,authority and legal right to acquire and own the Trust Estate.

(b) The Seller is duly qualified to do business as a corporation in goodstanding, and has obtained all necessary licenses and approvals in alljurisdictions in which the ownership or lease of property or the conductof its business requires such qualifications.

(c) The Seller has the power and authority to execute and deliver thisAgreement and to carry out its terms, the Seller has full power andauthority to sell and assign the property to be sold and assigned to anddeposited with the Remainder Trustee as part of the Trust and the Sellerhas duly authorized such sale and assignment to the Remainder Trustee byall necessary corporate action; and the execution, delivery andperformance of this Agreement have been duly authorized by the Seller byall necessary corporate action.

(d) The consummation of the transactions contemplated by this Agreementand the fulfillment of the terms of this Agreement do not conflict with,result in any breach of any of the terms and provisions of or constitute(with or without notice or lapse of time) a default under, thecertificate of incorporation or by-laws of the Seller, or any indenture,agreement or other instrument, or violate any law or, to the best of theSeller's Actual Knowledge, any order, rule or regulation applicable tothe Seller of any court or of any federal or state regulatory body,administrative agency or other governmental instrumentality havingjurisdiction over the Seller or any of its properties.

(e) A true, correct and complete copy of the Lease and Guarantee isattached hereto as Exhibit E.

(f) Seller has not received written notice of any material action,proceeding or investigation pending or threatened which would affect theReal Property.

(g) Seller has not received any notice of violation of or potentialliability arising under any federal, state, county, municipal or othergovernmental authority laws, regulations, ordinances, orders ordirectives relating to the use or condition or operation of the RealProperty, including but not limited to zoning, building, fire, airpollution, water pollution, environmental or health code violations,that have not been heretofore corrected.

(h) To the best of Seller's Actual Knowledge, there is no suit,petition, study, investigation or other proceeding pending before anycourt, governmental agency or instrumentality, administrative orotherwise (including enforcement actions, administrative proceedings,arbitrations, or governmental investigations) regarding the RealProperty. To the best of Seller's Actual Knowledge, there is nocondemnation proceeding pending or declaration of taking or othersimilar instrument filed against the Real Property.

(i) There are no persons in possession of, or having a right topossession of, any part of the Real Property other than Seller, Tenantand persons (known or unknown) claiming by, through or under the Tenant.The Lease is in full force and effect, is the valid and bindingobligation of the parties thereto, has not been modified or amended andis enforceable against such parties in accordance with the termsthereof. To the best of Seller's Actual Knowledge, there are no defaultsby either party to the Lease beyond any applicable grace or cure period.

SECTION 2.11 Tax Treatment. The Seller and the Remainder Trustee, byentering into this Agreement, and the Certificateholders, by acquiringany Certificate or interest therein, (i) express their intention thatthe Certificates will qualify under applicable tax law as certificatesof beneficial interest in a grantor trust subject to the provisions ofSubchapter J of Chapter 1 of the Code (or the corresponding provisionsof applicable state or local law) and (ii) unless otherwise required byappropriate taxing authorities, agree to treat the Certificates ascertificates of beneficial interest in a grantor trust subject to theprovisions of Subchapter J of Chapter 1 of the Code (or thecorresponding provisions of applicable state or local law) for thepurposes of federal income taxes, state and local income and franchisetaxes, and any other taxes imposed upon, measured by, or based upongross or net income.

ARTICLE III The Certificates

SECTION 3.1 Initial Certificate Ownership. Upon the formation of theTrust through the contribution by the Seller made pursuant to Section2.5 and until the issuance of the Certificates, the Seller shall be thesole Certificateholder.

SECTION 3.2 Form of the Certificates.

(a) The Certificates shall be substantially in the form set forth inExhibit A and shall be issued in minimum denominations of $20,000.00 andin integral multiples of $1,000.00 in excess thereof; provided, however,that one Certificate may be issued in a denomination that includes anyresidual amount. The Certificates shall be executed on behalf of theTrust by manual or facsimile signature of a Responsible Officer of theRemainder Trustee. Certificates bearing the manual or facsimilesignatures of individuals who were, at the time when such signaturesshall have been affixed, authorized to sign on behalf of the Trust,shall be duly issued, fully paid and non-assessable beneficial interestsin the Trust, notwithstanding that such individuals or any of them shallhave ceased to be so authorized prior to the authentication and deliveryof such Certificates or did not hold such offices at the date ofauthentication and delivery of such Certificates.

(b) The Definitive Certificates shall be typewritten, printed,lithographed or engraved or produced by any combination of these methods(with or without steel engraved borders) all as determined by theofficers executing such Certificates, as evidenced by their execution ofsuch Certificates.

(c) The terms of the form of Certificate set forth in Exhibit A shallform part of this Agreement.

SECTION 3.3 Execution, Authentication and Delivery. Concurrently withthe acquisition of the Trust Estate by the Trust, the Remainder Trusteeshall cause the Certificates in an aggregate principal amount equal tothe initial Certificate Balance to be executed on behalf of the Trust,authenticated and delivered to or upon the written order of the Seller,signed by its chairman of the board, its president or any vicepresident, without further corporate action by the Seller, in authorizeddenominations. No Certificate shall entitle its holder to any benefitunder this Agreement, or shall be valid for any purpose, unless thereshall appear on such Certificate a certificate of authenticationsubstantially in the form set forth in Exhibit A, executed by theRemainder Trustee or an authenticating agent appointed by the RemainderTrustee, by manual signature. Such authentication shall constituteconclusive evidence that such Certificate shall have been dulyauthenticated and delivered hereunder. All Certificates shall be datedthe date of their authentication.

SECTION 3.4 Registration: Registration of Transfer and Exchange ofCertificates

(a) The Trustee shall keep or cause to be kept, at the Corporate TrustOffice, a Certificate Register in which, subject to such reasonableregulations as it may prescribe, the Remainder Trustee shall provide forthe registration of Certificates and of transfers and exchanges ofCertificates as provided herein; provided, however, that no Certificatemay be subdivided upon transfer or exchange such that the denominationof any resulting Certificate is less than $20,000.00.

(b) Upon surrender for registration of transfer of any Certificate atthe Corporate Trust Office, the Remainder Trustee shall execute onbehalf of the Trust, authenticate and deliver (or shall cause itsauthenticating agent to authenticate and deliver), in the name of thedesignated transferee or transferees, one or more new Certificates inauthorized denominations of a like aggregate amount dated the date ofauthentication by the Remainder Trustee or any such authenticatingagent.

(c) At the option of a Certificateholder, Certificates may be exchangedfor other Certificates of authorized denominations of a like aggregateprincipal amount upon surrender of the Certificates to be exchanged atthe Corporate Trust Office. Whenever any Certificates are so surrenderedfor exchange, the Remainder Trustee shall execute on behalf of theTrust, authenticate and deliver (or shall cause its authenticating agentto authenticate and deliver) one or more Certificates dated the date ofauthentication by the Remainder Trustee or any such authenticatingagent. Such Certificates shall be delivered to the Certificateholdermaking the exchange.

(d) Every Certificate presented or surrendered for registration oftransfer or exchange shall be accompanied by a written instrument oftransfer in form satisfactory to the Remainder Trustee duly executed bythe Certificateholder or his attorney duly authorized in writing. EachCertificate surrendered for registration of transfer or exchange shallbe cancelled and subsequently destroyed by the Remainder Trustee inaccordance with its customary practice.

(e) No service charge shall be made for any registration of transfer orexchange of Certificates, but the Remainder Trustee may require paymentof a sum sufficient to cover any tax or governmental charge that may beimposed in connection with any transfer or exchange of Certificates.

SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If (i) any mutilated Certificate is surrendered to the RemainderTrustee, or the Remainder Trustee receives evidence to its satisfactionof the destruction, loss or theft of any Certificate, and (ii) there isdelivered to the Remainder Trustee and the Trust such security orindemnity as may be required by them to hold each of them harmless,then, in the absence of notice to the Remainder Trustee that suchCertificate has been acquired by a bona fide purchaser, the RemainderTrustee shall execute on behalf of the Trust and the Remainder Trusteeshall authenticate and deliver (or shall cause its authenticating agentto authenticate and deliver), in exchange for or in lieu of any suchmutilated, destroyed, lost or stolen Certificate, a replacementCertificate of a like aggregate principal amount; provided, however,that if any such destroyed, lost or stolen Certificate, but not amutilated Certificate, shall have become or within seven days shall bedue and payable, then instead of issuing a replacement Certificate theRemainder Trustee may pay such destroyed, lost or stolen Certificatewhen so due or payable.

(b) If, after the delivery of a replacement Certificate or payment inrespect of a destroyed, lost or stolen Certificate pursuant tosubsection 3.5(a), a bona fide purchaser of the original Certificate inlieu of which such replacement Certificate was issued presents forpayment such original Certificate, the Remainder Trustee shall beentitled to recover such replacement Certificate (or such payment) fromthe Person to whom it was delivered or any Person taking suchreplacement Certificate from such Person to whom such replacementCertificate was delivered or any assignee of such Person, except a bonafide purchaser, and shall be entitled to recover upon the security orindemnity provided therefor to the extent of any loss, damage, cost orexpense incurred by the Remainder Trustee in connection therewith.

(c) In connection with the issuance of any replacement Certificate underthis Section 3.5, the Remainder Trustee may require the payment by theCertificateholder of such Certificate of a sum sufficient to cover anytax or other governmental charge that may be imposed in relation theretoand any other reasonable expenses (including the fees and expenses ofthe Remainder Trustee and the Certificate Registrar) connectedtherewith.

(d) Any duplicate Certificate issued pursuant to this Section 3.5 inreplacement of any mutilated, destroyed, lost or stolen Certificateshall constitute an original additional beneficial interest in theTrust, whether or not the mutilated, destroyed, lost or stolenCertificate shall be found at any time or be enforced by anyone, andshall be entitled to all the benefits of this Agreement equally andproportionately with any and all other Certificates duly issuedhereunder.

(e) The provisions of this Section 3.5 are exclusive and shall preclude(to the extent lawful) all other rights and remedies with respect to thereplacement or payment of mutilated, destroyed, lost or stolenCertificates.

SECTION 3.6 Persons Deemed Certificateholders. Prior to due presentationof a Certificate for registration of transfer, the Remainder Trustee maytreat the Person in whose name any Certificate shall be registered inthe Certificate Register as the Certificateholder of such Certificatefor the purpose of receiving distributions pursuant to Article V and forall other purposes whatsoever, and the Remainder Trustee shall not beaffected by any notice to the contrary.

SECTION 3.7 Access to List of Certificateholders' Names and Addresses.The Remainder Trustee shall furnish within 15 days after receipt by theRemainder Trustee of a written request therefor from the Seller or anyCertificateholder, a list, in such form as the party requesting suchlist may reasonably require, of the names and addresses of theCertificateholders as of the most recent Record Date. Each Holder, byreceiving and holding a Certificate, shall be deemed to have agreed notto hold the Remainder Trustee accountable by reason of the disclosure ofits name and address, regardless of the source from which suchinformation was derived.

SECTION 3.8 Maintenance of Corporate Trust Office. The Remainder Trusteeshall maintain at the Corporate Trust Office, an office or offices oragency or agencies where Certificates may be surrendered forregistration of transfer or exchange and where notices and demands to orupon the Remainder Trustee in respect of the Certificates and the TrustAgreement, Lease and Administration Agreement may be served. TheRemainder Trustee initially designates the Corporate Trust Office as itsprincipal office for such purposes. The Remainder Trustee shall giveprompt written notice to the Seller and to the Certificateholders of anychange in the location of the Certificate Register or any such office oragency.

SECTION 3.9 Seller as Certificateholder. The Seller in its individual orany other capacity may become the owner or pledgee of Certificates andmay otherwise deal with the Remainder Trustee or its Affiliates in anymanner not expressly prohibited hereby or by applicable law.

SECTION 3.10 Restrictions on Transfer.

(a) The Certificates have not and will not be registered under theSecurities Act of 1933, as amended (the “Securities Act”), or thesecurities laws of any other jurisdiction. Consequently, theCertificates are not transferable other than pursuant to an exemptionfrom the registration requirements of the Securities Act andsatisfaction of certain other provisions specified herein. TheCertificates are being offered in a private placement to ElizabethMcKeever Ross. No sale, pledge or other transfer of the Certificates maybe made by any Person unless either (i) such sale, pledge or othertransfer is made to a “qualified institutional buyer” that executes acertificate, in the form attached hereto as Exhibit B or as otherwise inform and substance satisfactory to the Trustee and the Seller, to theeffect that (A) it is “qualified institutional buyer” as defined underRule 144A under the Securities Act, acting for its own account or theaccounts of other “qualified institutional buyers” as defined under Rule144A under the Securities Act, and (B) it is aware that the transferorof such Certificate intends to rely on the exemption from theregistration requirements of the Securities Act provided by Rule 144Aunder the Securities Act, or (ii) such sale, pledge or other transfer isotherwise made in a transaction exempt from the registrationrequirements of the Securities Act, in which case (A) the Trustee shallrequire that both the prospective transferor and the prospectivetransferee certify to the Trustee and the Seller in writing the factssurrounding such transfer, which certification shall be in form andsubstance satisfactory to the Trustee and the Seller, and (B) theTrustee shall require a written opinion of counsel (which will not be atthe expense of the Seller or the Trustee) satisfactory to the Seller andthe Trustee to the effect that such transfer will not violate theSecurities Act.

(b) The Certificates may not be acquired by or for the account of (i) anemployee benefit plan (as defined in Section 3(3) of the Employee IncomeRetirement Security Act of 1974, as amended (“ERISA”)) that is subjectto the provisions of Title I of ERISA (ii) a plan described in Section4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii)any entity whose underlying assets include plan assets by reason of aplan's investment in the entity (each, a “Benefit Plan”). By acceptingand holding a Certificate, the Certificateholder shall be deemed to haverepresented and warranted that it is not a Benefit Plan and, ifrequested to do so by the Seller or the Trustee, the Certificateholdershall execute and deliver to the Trustee an Undertaking Letter in theform set forth in Exhibit C.

ARTICLE IV ACTIONS BY REMAINDER TRUSTEE

SECTION 4.1 Prior Notice to Certificateholders with Respect to CertainMatters. The Remainder Trustee shall not take any action with respect tothe initiation of any claim or lawsuit by the Trust and the compromiseof any action, claim or lawsuit brought by or against the Trust until:(i) the Remainder Trustee shall have notified the Certificateholders inwriting of the proposed action, such notice to be given at least five(5) business days before the taking of the action described in suchnotice; and (ii) the Certificateholders shall have failed to notify theRemainder Trustee in writing prior to the 5th business day after suchnotice is given that such Certificateholders have withheld consent orprovided alternative direction.

SECTION 4.2 Prohibitions with Respect to Certain Matters. The RemainderTrustee shall not have the right, power or authority, except upon theoccurrence of a Termination Event, to sell, assign, transfer or conveythe Trust Estate or any interest therein, and then, only in accordancewith and to the extent of the provisions of Section 7.2 hereof. In noevent shall the Remainder Trustee have the right, power or authority to:(i) pledge, mortgage, hypothecate, sell, assign, transfer or convey theTrust Estate or any interest therein; or (ii) amend, cause to beamended, or consent to the amendment of the Lease; nor shall theCertificateholders have the right, power or authority to direct theRemainder Trustee to so act, except as explicitly provided in thisAgreement.

SECTION 4.3 Bankruptcy. In no event shall the Remainder Trustee have theright, power or authority to commence a voluntary proceeding inbankruptcy relating to the Trust.

SECTION 4.4 Restrictions on Certificateholders' Power. TheCertificateholders shall not direct the Remainder Trustee to take orrefrain from taking any action if such action or inaction would becontrary to any obligation of the Trust or the Remainder Trustee underthis Agreement or the Administration Agreement or would be contrary toSection 2.3, nor shall the Remainder Trustee follow any such direction,if given. In no event shall the Certificateholders have the right todirect the Remainder Trustee to: (i) amend the Lease prior to, or withrespect to periods of time prior to, the expiration or earliertermination of the Term Trust; or (ii) enter into any Replacement Lease,or, following, or solely with respect to periods of time following, theexpiration or earlier termination of the Term Trust, any amendment ofthe Lease, unless such Replacement Lease or amendment shall provideindemnification to the Remainder Trustee as landlord under suchReplacement Lease or amendment on terms and conditions reasonablysatisfactory to the Remainder Trustee.

SECTION 4.5 Majority Control. Except as expressly provided herein, anyaction that may be taken or consent that may be given or withheld by theCertificateholders under this Agreement may be taken, given or withheldby Certificateholders having not less than a majority of the VotingInterests thereof. Except as expressly provided herein, any writtennotice of the Certificateholders delivered pursuant to this Agreementshall be effective if signed by Certificateholders having not less thana majority of the Voting Interests at the time of the delivery of suchnotice.

ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1 Establishment of Administration Account.

(a) If the Remainder Trustee shall receive any payment of money for thebenefit of the Certificateholders on account of any Rent or otherpayments due under the Lease, or the Administration Agreement orotherwise, or if the Remainder Trustee shall be so directed by theCertificateholders pursuant hereto, the Remainder Trustee, for thebenefit of the Certificateholders, shall establish and maintain in thename of the Remainder Trustee a segregated trust account known as theK.C. LURE Trust 1995-1 Administration Account at a bank or otherfinancial institution: (i) authorized pursuant to applicable laws toexercise corporate trust powers with respect to the Trust Estate; (ii)having a combined capital and surplus of at least $50,000,000 andsubject to supervision or examination by federal or state authorities;and (iii) having (or having a parent which has) a long-term unsecureddebt rating of at least BBB by Standard & Poor's Corporation(“Administration Account”), bearing an additional designation clearlyindicating that the funds deposited therein are held for the benefit ofthe Certificateholders. If such bank or other financial institutionshall publish reports of condition at least annually, pursuant to law orto the requirements of the aforesaid supervising or examining authority,then for the purpose of this Section 5.1, the combined capital andsurplus of such corporation shall be deemed to be its combined capitaland surplus as set forth in its most recent report of condition sopublished.

(b) The Remainder Trustee shall possess all right, title and interest inand to all funds on deposit from time to time in the AdministrationAccount and in all proceeds thereof. Except as otherwise providedherein, the Administration Account shall be under the sole dominion andcontrol of the Remainder Trustee for the benefit of theCertificateholders.

SECTION 5.2 Application of Trust Funds.

(a) On each Distribution Date (including the Final Distribution Date),the Remainder Trustee shall distribute to the Certificateholders, on apro rata basis, from and only to the extent of amounts then on depositin the Administration Account, the Distributable Funds calculated as ofthe Record Date with respect to such Distribution Date.

(b) On each Distribution Date (including the Final Distribution Date),the Remainder Trustee shall send to each Certificateholder a writtenstatement as of such Distribution Date in substantially the same form asExhibit D attached hereto setting forth, in reasonable detail, theamount and nature of all Collections received by the Remainder Trusteesince the immediately preceding Distribution Date, the amount andcalculation of the Distributable Funds as of such Distribution Date, thebalance of the Administration Account after distribution of theDistributable Funds on such Distribution Date (and amounts, if any,distributed from the Administration Account to the Remainder Trustee asreimbursement for Reimbursable Costs) as of such Distribution Date,together with any other information reasonable requested in writing bythe Certificateholders. The Remainder Trustee is hereby specificallyauthorized to cause the amount, if any, of such Reimbursable Costs to bedistributed from the Administration Account to the Remainder Trustee oneach Distribution Date.

(c) If any withholding tax is imposed on the Trust's payment (orallocations of income) to a Certificateholder, such tax shall reduce theamount otherwise distributable to the Certificateholder in accordancewith this Section 5.2. The Remainder Trustee is hereby authorized anddirected to retain from amounts otherwise distributable to theCertificateholders sufficient funds for the payment of any tax that islegally owed by the Trust (it being understood that the RemainderTrustee may, but shall not be obligated to contest any such tax inappropriate proceedings and withholding payment of such tax, ifpermitted by law, pending the outcome of such proceedings). The amountof any withholding tax imposed with respect to a Certificateholder shallbe treated as cash distributed to such Certificateholder at the time itis withheld by the Trust and remitted to the appropriate taxingauthority. If there is a possibility that withholding tax is payablewith respect to a distribution (such as a distribution to a non-U.S.Certificateholder), the Remainder Trustee may in its sole discretionwithhold such amounts in accordance with this subsection 5.2(c). If aCertificateholder wishes to apply for a refund of any such withholdingtax, the Remainder Trustee shall reasonably cooperate with suchCertificateholder in making such claim so long as such Certificateholderagrees to reimburse the Remainder Trustee for any out-of-pocket expensesincurred.

SECTION 5.3 Method of Payment. Subject to subsection 7.1(c),distributions required to be made to Certificateholders on anyDistribution Date shall be made to each Certificateholder of record onthe immediately preceding Record Date either by wire transfer, inimmediately available funds, to the account of such Certificateholder ata bank or other entity having appropriate facilities therefor, if suchCertificateholder shall have provided to the Remainder Trusteeappropriate written instructions at least five (5) business days priorto such Record Date and such Certificateholder's Certificates in theaggregate evidence a denomination of not less than $1,000,000, or, ifnot, by check mailed to such Certificateholder at the address of suchholder appearing in the Certificate Register.

SECTION 5.4 Accounting and Reports to the Certificateholders, theInternal Revenue Service and Others. The Remainder Trustee shall (a)maintain (or cause to be maintained) the books of the Trust on acalendar year basis on the cash method of accounting, (b) deliver toeach Certificateholder, as may be required by the Code and applicableTreasury Regulations or otherwise, such information as may be requiredto enable each Certificateholder to prepare its federal income taxreturn, (c) file such tax returns relating to the Trust and make suchelections as may from time to time be required or appropriate under anyapplicable state or federal statute or rule or regulation thereunder soas to maintain the Trust's characterization as a grantor trust forfederal income tax purposes, (d) cause such tax returns to be signed inthe manner required by law and (e) collect or cause to be collected anywithholding tax as described in and in accordance with subsection 5.2(c)with respect to income or distributions to Certificateholders.

SECTION 5.5 Signature on Returns. The Remainder Trustee shall sign onbehalf of the Trust any and all tax returns of the Trust, unlessapplicable law requires the Certificateholders to sign such documents,in which case such documents shall be signed by the Certificateholders.

ARTICLE VI THE REMAINDER TRUSTEE

SECTION 6.1 Duties of Remainder Trustee, General.

(a) The Remainder Trustee undertakes to perform such duties, and onlysuch duties, as are specifically set forth in this Agreement and theAdministration Agreement, including the administration of the Trust inthe interest of the Certificateholders, subject to the AdministrationAgreement and in accordance with the provisions of this Agreement andthe Lease. No implied covenants, obligations or duties shall be readinto this Agreement.

(b) In the absence of bad faith on its part, the Remainder Trustee mayconclusively rely upon certificates or opinions furnished to theRemainder Trustee and conforming to the requirements of this Agreementin determining the truth of the statements and the correctness of theopinions contained therein; provided, however, that the RemainderTrustee shall have examined such certificates or opinions so as todetermine compliance of the same with the requirements of thisAgreement.

(c) The Remainder Trustee may not be relieved from liability for its ownnegligent action, its own negligent failure to act or its own willfulmisconduct, except that:

this subsection 6.1 (c) shall not limit the effect of subsection 6.1(a);

(i) the Remainder Trustee shall not be liable for any error of judgmentmade in good faith by a Responsible Officer unless it is proved that theRemainder Trustee was negligent in ascertaining the pertinent facts; and

(ii) the Remainder Trustee shall not be liable with respect to anyaction it takes or omits to take in good faith in accordance with adirection of the Seller or the Certificateholders received by itpursuant to any provision of this Agreement.

(d) Subject to Sections 5.1 and 5.2, monies received by the RemainderTrustee hereunder need not be segregated in any manner except (i) to theextent required by law and (ii) as specifically provided herein, and maybe deposited under such general conditions as may be prescribed by lawfor trust funds, and the Remainder Trustee shall not be obligated toinvest such funds or be liable for any interest thereon.

(e) The Remainder Trustee shall not take any action that (i) isinconsistent with the purposes of the Trust set forth in Section 2.3 or(ii) would, to the Actual Knowledge of a Responsible Officer of theRemainder Trustee, result in the Trust's becoming taxable as acorporation for federal income tax purposes. The Certificateholdersshall not direct the Remainder Trustee to take action that would violatethe provisions of this Section 6.1.

SECTION 6.2 Duties of Remainder Trustee, Specific. In addition to, andnot in derogation of, the general duty of the Remainder Trustee toadminister the Trust in the interest of the Certificateholders, and toconserve the Trust Estate, the Remainder Trustee shall have the specificduties and obligations set forth below.

(a) The Remainder Trustee shall at all times prior to the termination ofthe Trust pursuant to Article VII hereof, take all actions necessary topreserve the existence of the Trust, including, without limitation, thepreparation and filing of all instruments or documentation required inconnection therewith. In no event shall the Remainder Trustee take anyaction, or consent to the taking of any action, pursuant to which theRemainder Trustee, the Certificateholders or any other person or partyseeks to combine, partition, join or merge the Trust Estate with or intoany other interest in the Real Property, it being acknowledged by theCertificateholders, through their acquisition of the Certificates, thatno Certificateholder shall have any right, claim or cause of action,whether at law or in equity, against the Remainder Trustee or any otherPerson, pursuant to which such Certificateholder may seek to have theTrust Estate combined with any other interest in the Real Property, anysuch right having been hereby fully and irrevocably waived.

(b) Upon creation of the Trust pursuant hereto, the Remainder Trusteeshall receive on behalf of the Certificateholders all Collections. AllCollections received by the Trustee shall be deposited into theAdministration Account and applied in accordance with the terms hereof.

(c) The Remainder Trustee shall monitor performance by the Tenant underthe Lease only to the extent notified by the Term Trustee pursuant tothe Administration Agreement and shall give and receive all noticesrequired or appropriate to be given or received by the Remainder Trusteeunder the Administration Agreement. If an Event of Default shall occurunder the Lease, the Remainder Trustee shall give a Default Notice withrespect thereto to the Certificateholders not later than three (3)business days after the date on which the Remainder Trustee firstobtains Actual Knowledge of the occurrence of such Event of Default orotherwise receives written notice thereof from the Term Trustee pursuantto the Administration Agreement or otherwise. Each Default Notice shallspecify in reasonable detail the nature of the default by the Tenantgiving rise to the occurrence of such Event of Default. In furtheranceof its duties hereunder, the Remainder Trustee shall obtain from theTerm Trustee pursuant to the Administration Agreement copies of theProperty Report prepared pursuant to the Servicing Agreement, or, ifsuch Property Reports are no longer being prepared, cause the RealProperty to be inspected by a Qualified Real Estate Consultant, not lessfrequently than two (2) times in each twelve (12) calendar month periodduring the term of this Trust, for the purpose of determining theTenant's compliance with the terms of the Lease with respect to themaintenance and preservation of the Real Property. All costs andexpenses incurred by the Remainder Trustee in connection with suchinspections shall be Reimbursable Costs. If the Remainder Trustee shalldetermine on the basis of any such Property Report or advice from suchQualified Real Estate Consultant that the Tenant has failed to maintainthe Real Property in the manner required by the Lease, the RemainderTrustee shall give written notice thereof to the Term Trustee pursuantto the Administration Agreement and to the Certificateholders, and shallawait further instruction from the Certificateholders with respectthereto.

(d) If so directed in writing by the Certificateholders after the givingof a Default Notice, the Remainder Trustee shall initiate such actions,including, without limitation, the commencement of legal proceedings, asshall, in the reasonable judgment of counsel retained for such purposeby the Remainder Trustee, be necessary or appropriate to preserve theTrust Estate and enforce the rights and remedies of the RemainderTrustee relating to the Trust Estate; and all reasonable costs andexpenses incurred by the Remainder Trustee in so doing shall beReimbursable Costs. Notwithstanding the foregoing, the Remainder Trusteeshall not be required to take any action, incur any expenses or advanceany funds of the Remainder Trustee under this Section 6.2(d) unless: (i)there shall then be on deposit in the Administration Account fundssufficient, in the reasonable judgment of the Remainder Trustee, toprovide for reimbursement of all Reimbursable Costs incurred or to beincurred by the Remainder Trustee in acting pursuant to this Section6.2(d); or (ii) the Remainder Trustee shall have received assurancesfrom the Certificateholders (or otherwise) as to the source and mannerfor the reimbursement of such Reimbursable Costs reasonably satisfactoryto the Remainder Trustee. If the Remainder Trustee shall seek suchassurances from the Certificateholders and the Certificateholders shallfail or refuse to provide such assurances within fifteen (15) days afterreceipt of demand therefor, such failure or refusal shall (i) constitutea Termination Event and (ii) excuse further performance by the RemainderTrustee pursuant to this Section.

(e) In the event of a Casualty Loss affecting the Real Property inconnection with which the amount of Casualty Proceeds payable withrespect to such Casualty Loss shall be $100,000.00 or more, theRemainder Trustee shall give written notice thereof to theCertificateholders not later than five (5) business days after theRemainder Trustee shall have either received written notice thereof fromthe Term Trustee pursuant to the Administration Agreement or otherwiseobtained Actual Knowledge of such Casualty Loss. Thereafter, theRemainder Trustee shall await the further written instructions of theCertificateholders.

(f) In the event of a Total Condemnation, the Remainder Trustee shallgive written notice thereof to the Certificateholders not later thanfive (5) business days after the Remainder Trustee shall have receivedwritten notice thereof from the Term Trustee pursuant to theAdministration Agreement or shall otherwise have obtained ActualKnowledge of such Total Condemnation. Thereafter the Remainder Trusteeshall await the further written instructions of the Certificateholders,and receive the payment of the Remainder Proceeds for the benefit of theCertificateholders. In any circumstances in which the Certificateholdersfail to direct the Term Trustee as to the taking (or failing to take) ofany action in connection with this Section 6.2(f), the Remainder Trusteeshall obtain the written recommendation of counsel and, if determined bythe Remainder Trustee to be appropriate, a Qualified Real EstateConsultant with respect to the matter in question and shall proceed inthe manner so determined to be in the best interests of theCertificateholders. All reasonable costs and expenses incurred by theRemainder Trustee in so acting, including without limitation, reasonablefees and expenses of counsel and any Qualified Real Estate Consultantretained by the Remainder Trustee on behalf of the Trust in connectionwith such Total Condemnation shall be Reimbursable Costs.

(g) If there shall occur a Casualty Loss Termination, or if the Lease orthe Tenant's right to possession thereunder shall be terminated inconnection with an Event of Default, the Remainder Trustee shall sonotify the Certificateholders in writing not later than five (5)business days after receipt by the Remainder Trustee of written noticethereof from the Term Trustee pursuant to the Administration Agreementor shall otherwise have obtained Actual Knowledge of such Casualty LossTermination, and shall await the further written instructions of theCertificateholders. Following any such termination of the Lease or theTenant's right to possession thereunder, the Remainder Trustee shall,subject to Section 4.4, enter into such Replacement Lease or amendmentto the Lease as shall be directed in writing by the Certificateholders.All fees and expenses reasonably incurred by the Remainder Trustee inacting pursuant to this Section 6.2(g) shall be Reimbursable Costs.Notwithstanding the foregoing, the Remainder Trustee shall not berequired to take any action, incur any expenses or advance any funds ofthe Remainder Trustee under this Section 6.2(g) unless: (1) there shallthen be on deposit in the Administration Account funds sufficient, inthe reasonable judgment of the Remainder Trustee, to provide forreimbursement of all Reimbursable Costs incurred or to be incurred bythe Remainder Trustee in acting pursuant to this Section 6.2(g); or (2)the Remainder Trustee shall have received assurances from theCertificateholders (or otherwise) as to the source and manner for thereimbursement of such Reimbursable Costs reasonably satisfactory to theRemainder Trustee. If the Remainder Trustee shall seek such assurancesfrom the Certificateholders and the Certificateholders shall fail orrefuse to provide such assurances within fifteen (15) days after receiptof demand therefor, such failure or refusal shall (i) constitute aTermination Event and (ii) excuse further performance by the RemainderTrustee pursuant to this Section.

(h) If there shall occur a Partial Condemnation, the Remainder Trusteeshall so notify in writing the Certificateholders not later than five(5) business days after receipt by the Remainder Trustee of writtennotice thereof from the Term Trustee pursuant to the AdministrationAgreement or shall otherwise obtain Actual Knowledge of such PartialCondemnation and shall await the further written instructions of theCertificateholders.

SECTION 6.3 Rights of Remainder Trustee. The Remainder Trustee isauthorized and directed to execute and deliver the AdministrationAgreement and each certificate or other document attached as an exhibitto or contemplated by this Agreement or the Administration Agreement towhich the Trust is to be a party, in such form as the Certificateholdersshall approve as evidenced conclusively by the Remainder Trustee'sexecution thereof. In addition to the foregoing, the Remainder Trusteeis authorized, but shall not be obligated, to take all actions requiredof the Trust pursuant to the Lease and Administration Agreement. To theextent not prohibited by this Agreement or the Administration Agreement,the Remainder Trustee is further authorized from time to time to takesuch action as the Certificateholders recommend with respect to theTrust Estate.

SECTION 6.4 Acceptance of Trusts and Duties. Except as otherwiseprovided in this Article VI, in accepting the trusts hereby created,American National Bank and Trust Company of Chicago acts solely asRemainder Trustee hereunder and not in its individual capacity and allPersons having any claim against the Remainder Trustee by reason of thetransactions contemplated by this Agreement shall look only to the TrustEstate for payment or satisfaction thereof. The Remainder Trusteeaccepts the trusts hereby created and agrees to perform its dutieshereunder with respect to such trusts but only upon the terms of thisAgreement. The Remainder Trustee also agrees to disburse all moniesactually received by it constituting part of the Trust Estate upon theterms of this Agreement. The Remainder Trustee shall not be liable oraccountable hereunder or under the Administration Agreement under anycircumstances, except (i) a breach of its duties under this Agreement orits own willful misconduct or (ii) in the case of the inaccuracy of anyrepresentation or warranty contained in Section 6.7 and expressly madeby the Remainder Trustee. In particular, but not by way of limitation(and subject to the exceptions set forth in the preceding sentence):

(a) except as specifically provided in Section 6.2 hereof, the RemainderTrustee shall at no time have any responsibility or liability for orwith respect to sufficiency of the Trust Estate or its ability togenerate the payments to be distributed to Certificateholders under thisAgreement including, without limitation: the existence, condition andownership of the Real Property; the existence and enforceability of anyinsurance thereon; or the performance or enforcement of the Lease.

(b) the Renainder Trustee shall not be liable with respect to any actiontaken or omitted to be taken by it in accordance with the instructionsof the Certificateholders;

(c) no provision of this Agreement or the Administration Agreement shallrequire the Remainder Trustee to expend or risk funds, incur anyReimbursable Cost, or otherwise incur any financial liability in theperformance of any of its rights or powers hereunder, if the RemainderTrustee shall have reasonable grounds for believing that repayment ofsuch funds or adequate indemnity against such risk or liability is notreasonably assured or provided to it;

(d) under no circumstances shall the Remainder Trustee be liable for thepayment of amounts due under the Certificates except for thedistribution of amounts in the Administration Account in accordance withSection 5.3 hereof;

(e) the Remainder Trustee shall not be responsible for or in respect ofand makes no representation as to the validity or sufficiency of anyprovision of this Agreement or for the due execution hereof by theSeller or for the form, character, genuineness, sufficiency, value orvalidity of any of the Trust Estate or for or in respect of the validityor sufficiency of the Certificates (other than the certificate ofauthentication on the Certificates) and the Remainder Trustee shall inno event assume or incur any liability, duty or obligation to anyCertificateholder, and shall not have any duties or responsibilities forsupervision or oversight of contract performance, other than asexpressly provided for herein and in the Administration Agreement;

(f) the Remainder Trustee shall be under no obligation to exercise anyof the rights or powers vested in it by this Agreement, or to institute,conduct or defend any litigation under this Agreement or otherwise or inrelation to this Agreement, the Lease or Administration Agreement, atthe request, order or direction of any of the Certificateholders, unlesssuch Certificateholders have offered to the Remainder Trustee securityor indemnity satisfactory to it against the costs, expenses andliabilities that may be incurred by the Remainder Trustee therein orthereby. The right of the Remainder Trustee to perform any discretionaryact enumerated in this Agreement or the Administration Agreement shallnot be construed as a duty, and the Remainder Trustee shall not beanswerable for other than its negligence or willful misconduct in theperformance of any such act;

(i) The Remainder Trustee shall not have any duties or responsibilitiesfor signing waste manifests, waste shipping documents, waste streamcharacterization documents or land disposal restriction certifications;

(ii) The Remainder Trustee shall not have any authority to control oroperate the Real Property; and

(iii) All contracts shall provide that any party to the contract willclaim only against the Trust and Trust Estate for payment or to satisfyany claims or liabilities.

SECTION 6.5 Action upon Instruction by Certificateholders.

(a) Subject to the terms, conditions and limitations hereof and theterms and conditions of the Administration Agreement, theCertificateholders may by written instruction direct the RemainderTrustee in the management of the Trust. Such direction may be exercisedat any time by written instruction of the Certificateholders pursuant toSection 3.4 hereof.

(b) Notwithstanding the foregoing, the Remainder Trustee shall not berequired to take any action hereunder or under the AdministrationAgreement if the Remainder Trustee shall have reasonably determined, orshall have been advised by counsel, that such action is likely to resultin liability on the part of the Remainder Trustee or is contrary to theterms hereof or of the Lease or Administration Agreement or is otherwisecontrary to law or unduly prejudicial to the interests of theCertificateholders not joining in any such direction.

(c) Whenever the Remainder Trustee is unable to decide betweenalternative courses of action permitted or required by the terms of thisAgreement or Administration Agreement, or is unsure as to theapplication, intent, interpretation or meaning of any provision of thisAgreement or Administration Agreement, the Remainder Trustee shallpromptly give notice (in such form as shall be appropriate under thecircumstances) to the Certificateholders requesting instruction as tothe course of action to be adopted, and, to the extent the RemainderTrustee acts in good faith in accordance with any such instructionreceived, the Remainder Trustee shall not be liable on account of suchaction to any Person. If the Remainder Trustee shall not have receivedappropriate instructions within ten days of such notice (or within suchshorter period of time as reasonably may be specified in such notice ormay be necessary under the circumstances) it may, but shall be under noduty to, take or refrain from taking such action which is consistent, inits view, with this Agreement and the Administration Agreement, and asit shall deem to be in the best interests of the Certificateholders, andthe Remainder Trustee shall have no liability to any Person for any suchaction or inaction.

SECTION 6.6 Furnishing of Documents. The Remainder Trustee shall furnishto the Certificateholders, promptly upon receipt of a written requesttherefor, duplicates or copies of all reports, notices, requests,demands, certificates, financial statements and any other instrumentsfurnished to the Remainder Trustee under the Lease or hereunder.

SECTION 6.7 Representations and Warranties of Remainder Trustee. TheRemainder Trustee hereby represents and warrants to the Seller, for thebenefit of the Certificateholders, that:

(a) It is a national banking association duly organized, validlyexisting and in good standing under the laws of the United States.

(b) It has full power, authority and legal right to execute, deliver andperform this Agreement, and has taken all necessary action to authorizethe execution, delivery and performance by it of this Agreement.

(c) The execution, delivery and performance by it of this Agreement (i)shall not violate any provision of any law or regulation governing thebanking and trust powers of the Remainder Trustee or any order, writ,judgment or decree of any court, arbitrator or governmental authorityapplicable to the Remainder Trustee or any of its assets, (ii) shall notviolate any provision of the articles of association or by-laws of theRemainder Trustee, or (iii) shall not violate any provision of, orconstitute, with or without notice or lapse of time, a default under, orresult in the creation or imposition of any lien on any propertiesincluded in the Trust Estate pursuant to the provisions of any mortgage,indenture, contract, agreement or other undertaking to which it is aparty.

(d) The execution, delivery and performance by the Remainder Trustee ofthis Agreement shall not require the authorization, consent or approvalof, the giving of notice to, the filing or registration with, or thetaking of any other action in respect of, any governmental authority oragency regulating the banking and corporate trust activities of banks ortrust companies in the jurisdiction in which the Trust was formed.

(e) This Agreement has been duly executed and delivered by the RemainderTrustee and constitutes the legal, valid and binding agreement of theRemainder Trustee, enforceable in accordance with its terms, except asenforceability may be limited by bankruptcy, insolvency, reorganization,or other similar laws affecting the enforcement of creditors' rights ingeneral and by general principles of equity, regardless of whether suchenforceability is considered in a proceeding in equity or at law.

SECTION 6.8 Reliance; Advice of Counsel.

(a) The Remainder Trustee shall incur no liability to anyone in actingupon any signature, instrument, notice, resolution, request, consent,order, certificate, report, opinion, bond or other document or paperbelieved by it to be genuine and believed by it to be signed by theproper party or parties and need not investigate any fact or matter inany such document. The Remainder Trustee may accept a certified copy ofa resolution of the board of directors or other governing body of anycorporate party as conclusive evidence that such resolution has beenduly adopted by such body and that the same is in full force and effect.As to any fact or matter the method of the determination of which is notspecifically prescribed herein, the Remainder Trustee may for allpurposes hereof rely on a certificate, signed by the president or anyvice president or by the treasurer or other authorized officers of therelevant party, as to such fact or matter, and such certificate shallconstitute full protection to the Remainder Trustee for any action takenor omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in theperformance of its duties and obligations under this Agreement or theAdministration Agreement, the Remainder Trustee: (i) may act directly orthrough its agents, attorneys, custodians or nominees (including thegranting of a power of attorney to officers of American National Bankand Trust Company of Chicago to execute and deliver any documentsrelated thereto on behalf of the Remainder Trustee) pursuant toagreements entered into with any of them, and the Remainder Trusteeshall not be liable for the conduct or misconduct of such agents,attorneys, custodians or nominees if such agents, attorneys, custodiansor nominees shall have been selected by the Remainder Trustee withreasonable care; and (ii) may consult with counsel, accountants andother skilled professionals to be selected with reasonable care andemployed by it. The Remainder Trustee shall not be liable for anythingdone, suffered or omitted in good faith by it in accordance with theopinion or advice of any such counsel, accountants or other such Personsand not contrary to this Agreement or the Administration Agreement.

SECTION 6.9 Remainder Trustee Shall Not Own Certificates and Notes. TheRemainder Trustee shall not, in its individual or any other capacity,become the owner or pledgee of Certificates, but may otherwise deal withother parties to this Agreement, the Lease, the AdministrationAgreement, and the Certificateholders with the same rights it would havewere it not Term Trustee hereunder.

SECTION 6.10 Compensation; Reimbursable Costs. The Remainder Trusteeshall receive as compensation for its services hereunder a one-time feein the amount of $20,000.00 payable upon execution of this Agreement bythe Remainder Trustee, and the Remainder Trustee shall be entitled to bereimbursed from time to time by the Certificateholders or the TrustEstate, as the circumstances may require, for all Reimbursable Costs asthe Remainder Trustee may incur in connection with the exercise andperformance of its rights and its duties hereunder. Any amounts paid tothe Remainder Trustee pursuant to this Article VI shall be deemed not tobe a part of the Trust Estate immediately after such payment. Sellershall indemnify and hold harmless the Remainder Trustee from and againstany loss suffered or cost incurred by the Remainder Trustee for anyReimbursable Cost for which the Remainder Trustee does not receivereimbursement from the Certificateholders, or the Trust Estate, as thecircumstances may require, pursuant to the terms of this Agreement(“Unrecovered Costs”), provided the Remainder Trustee shall have firstused all commercially reasonable efforts to recover such UnrecoveredCosts from the Certificateholders, or the Trust Estate, as thecircumstances may require. Seller shall make payment to the RemainderTrustee of any Unrecovered Costs in respect of which the RemainderTrustee is entitled to indemnification pursuant hereto not later thanthirty (30) days after receipt of written demand therefor setting forthin reasonable detail the nature and amount of such Unrecovered Costs andthe actions taken by the Remainder Trustee to collect the same from theCertificateholders and the Trust Estate, as the case may be. Upon themaking of any payment hereunder by the Seller, the Seller shall besubrogated to all rights and claims of the Remainder Trustee against theCertificateholders and the Trust Estate in respect of the UnrecoveredCosts so paid by the Seller arising under this Agreement or otherwise.

SECTION 6.11 Replacement of Remainder Trustee.

(a) The Remainder Trustee may resign at any time and be discharged fromthe trusts hereby created by giving thirty (30) days' prior writtennotice thereof to the Certificateholders or such lesser period as theCertificateholders shall agree. The Certificateholders shall appoint asuccessor Remainder Trustee meeting the requirements of Section 6.14 bydelivering a written instrument, in duplicate, to the resigningRemainder Trustee and the successor Remainder Trustee. If no successorRemainder Trustee shall have been appointed and have acceptedappointment within thirty (30) days after the giving of such notice ofresignation, the Seller, upon written notice thereof from the resigningRemainder Trustee, may appoint such successor Remainder Trustee meetingthe requirements of Section 6.14 by delivering a written instruction tosuch effect to the resigning Remainder Trustee and the successorRemainder Trustee within thirty (30) days after receipt of such noticefrom the resigning Remainder Trustee. If no successor Remainder Trusteeshall have been appointed and have accepted appointment prior to theexpiration of such second thirty (30) day period, the resigningRemainder Trustee may petition any court of competent jurisdiction forthe appointment of a successor Remainder Trustee. The Certificateholdersshall remove the Remainder Trustee if:

(i) the Remainder Trustee shall cease to be eligible in accordance withthe provisions of Section 6.12 and shall fail to resign after writtenrequest therefor by the Certificateholders;

(ii) the Remainder Trustee shall be adjudged bankrupt or insolvent;

(iii) a receiver or other public officer shall be appointed or takecharge or control of the Remainder Trustee or of its property or affairsfor the purpose of rehabilitation, conservation or liquidation; or

(iv) the Remainder Trustee shall otherwise be incapable of acting.

(b) If the Remainder Trustee resigns or is removed or if a vacancyexists in the office of Remainder Trustee for any reason theCertificateholders shall promptly appoint a successor Remainder Trusteeby written instrument, in duplicate (one copy of which instrument shallbe delivered to the outgoing Remainder Trustee so removed and one copyto the successor Remainder Trustee) and shall pay all fees owed to theoutgoing Remainder Trustee.

(c) Any resignation or removal of the Remainder Trustee and appointmentof a successor Remainder Trustee pursuant to any of the provisions ofthis Section 6.11 shall not become effective until a written acceptanceof appointment is delivered by the successor Remainder Trustee to theoutgoing Remainder Trustee and the Certificateholders and all fees andexpenses due to the outgoing Remainder Trustee are paid. Any successorRemainder Trustee appointed pursuant to this Section 6.11 shall beeligible to act in such capacity in accordance with Section 6.14 and,following compliance with the preceding sentence, shall become fullyvested with all the rights, powers, duties and obligations of itspredecessor under this Agreement, with like effect as if originallynamed as Remainder Trustee.

(d) The predecessor Remainder Trustee shall upon payment of its fees andexpenses deliver to the successor Remainder Trustee all documents andstatements and monies held by it under this Agreement. TheCertificateholders and the predecessor Remainder Trustee shall executeand deliver such instruments and do such other things as may reasonablybe required for fully and certainly vesting and confirming in thesuccessor Remainder Trustee all such rights, powers, duties andobligations.

SECTION 6.12 Merger or Consolidation of Remainder Trustee. Anycorporation into which the Remainder Trustee may be merged or convertedor with which it may be consolidated, or any corporation resulting fromany merger, conversion or consolidation to which the Remainder Trusteeshall be a party, or any corporation succeeding to all or substantiallyall of the corporate trust business of the Remainder Trustee, shall bethe successor of the Remainder Trustee hereunder, provided suchcorporation shall be eligible pursuant to Section 6.14, and without theexecution or filing of any instrument or any further act on the part ofany of the parties hereto.

SECTION 6.13 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Agreement, at any time,for the purpose of meeting any legal requirement of any jurisdiction inwhich the Trust Estate is located, the Certificateholders and theRemainder Trustee acting jointly shall have the power and shall executeand deliver all instruments to appoint one or more Persons approved bythe Remainder Trustee to act as co-trustee, jointly with the RemainderTrustee, or as separate trustee or trustees, of all or any part of theTrust Estate, and to vest in such Person, in such capacity, such titleto the Trust Estate, or any part thereof, and, subject to the otherprovisions of this Section 6.13, such powers, duties, obligations,rights and trusts as the Certificateholders and the Remainder Trusteemay consider necessary or desirable. If the Certificateholders shall nothave joined in such appointment within fifteen (15) days after receiptof a request so to do, the Remainder Trustee alone shall have the powerto make such appointment. No co-trustee or separate trustee under thisAgreement shall be required to meet the terms of eligibility as asuccessor trustee pursuant to Section 6.14 and no notice of theappointment of any co-trustee or separate trustee shall be requiredpursuant to Section 6.11.

(b) Each separate trustee and co-trustee shall, to the extent permittedby law, be appointed and act subject to the following provisions andconditions:

(i) all rights, powers, duties and obligations conferred or imposed uponthe Remainder Trustee shall be conferred upon and exercised or performedby the Remainder Trustee and such separate trustee or co-trustee jointly(it being understood that such separate trustee or co-trustee is notauthorized to act separately without the Remainder Trustee joining insuch act), except to the extent that under any law of any jurisdictionin which any particular act or acts are to be performed, the RemainderTrustee shall be incompetent or unqualified to perform such act or acts,in which event such rights, powers, duties and obligations (includingthe holding of title to the Trust Estate or any portion thereof in anysuch jurisdiction) shall be exercised and performed singly by suchseparate trustee or co-trustee, but solely at the direction of theRemainder Trustee;

(ii) no trustee under this Agreement shall be personally liable byreason of any act or omission of any other trustee under this Agreement;and

(iii) the Certificateholders and the Remainder Trustee acting jointlymay at any time accept the resignation of or remove any separate trusteeor co-trustee.

(c) Any notice, request or other writing given to the Remainder Trusteeshall be deemed to have been given to each of the then separate trusteesand co-trustees, as effectively as if given to each of them. Everyinstrument appointing any separate trustee or co-trustee shall refer tothis Agreement and the conditions of this Article. Each separate trusteeand co-trustee, upon its acceptance of the trusts conferred, shall bevested with the estates or property specified in its instrument ofappointment, either jointly with the Remainder Trustee or separately, asmay be provided therein, subject to all the provisions of thisAgreement, specifically including every provision of this Agreementrelating to the conduct of, affecting the liability of, or affordingprotection to, the Remainder Trustee. Each such instrument shall befiled with the Remainder Trustee and a copy thereof given to theCertificateholders.

(d) Any separate trustee or co-trustee may at any time appoint theRemainder Trustee as its agent or attorney-in-fact with full power andauthority, to the extent not prohibited by law, to do any lawful actunder or in respect of this Agreement on its behalf and in its name. Ifany separate trustee or co-trustee shall die, become incapable ofacting, resign or be removed, all of its estates, properties, rights,remedies and trusts shall vest in and be exercised by the RemainderTrustee, to the extent permitted by law, without the appointment of anew or successor trustee.

SECTION 6.14 Eligibility Requirements for Remainder Trustee. TheRemainder Trustee shall at all times be a corporation or other person orentity authorized pursuant to applicable laws to exercise corporatetrust powers with respect to the Trust Estate. If at any time theRemainder Trustee shall cease to be eligible in accordance with theprovisions of this Section 6.14, the Remainder Trustee shall resignimmediately in the manner and with the effect specified in Section 6.11.

ARTICLE VII TERMINATION OF TRUST AGREEMENT

SECTION 7.1 Termination of Trust Agreement.

(a) This Agreement (other than Section 6.10) and the Trust shallterminate and be of no further force or effect upon the finaldistribution by the Remainder Trustee of all monies or other property orproceeds of the Trust Estate in accordance with the terms hereoffollowing the occurrence of a Termination Event or at the time providedin Section 7.2. The bankruptcy, liquidation, dissolution, death orincapacity of any Certificateholder, shall not (x) operate to terminatethis Agreement or the Trust, nor (y) entitle such Certificateholder'slegal representatives or heirs to claim an accounting or to take anyaction or proceeding in any court for a partition or winding up of allor any part of the Trust or the Trust Estate nor (z) otherwise affectthe rights, obligations and liabilities of the parties hereto.

(b) Except as provided in Section 7.1 (a), neither the Seller nor anyCertificateholder shall be entitled to revoke or terminate the Trust.

(c) Notice of any termination of the Trust, specifying the date uponwhich the Certificateholders shall surrender their Certificates to theRemainder Trustee for final distribution and cancellation (the “FinalDistribution Date”), shall be given by the Remainder Trustee by letterto Certificateholders mailed within thirty (30) days following theoccurrence of a Termination Event (a “Termination Notice”), stating: (i)the Final Distribution Date at which time final distribution of theTrust Estate and payment (if any) of the Certificates shall be made uponpresentation and surrender of the Certificates at the office of theRemainder Trustee therein designated; (ii) the amount (if then known) ofany such final payment; and (iii) that distribution of the Trust Estateand any other payments will be made only upon presentation and surrenderof the Certificates at the office of the Remainder Trustee thereinspecified. Not later than fifteen (15) days prior to the DistributionDate, the Certificateholders shall, by unanimous written direction,advise the Remainder Trustee as to the full legal name, business addressand any other information reasonably requested by the Remainder Trusteeof the Person to whom the Remainder Trustee shall convey all of itsright, title and interest in the Trust Estate on the Distribution Date(the “Successor Owner”). Upon presentation and surrender of theCertificates, the Remainder Trustee shall cause to be distributed toCertificateholders amounts distributable on such Distribution Datepursuant to Section 5.2, and, in addition, shall cause all of the right,title and interest of the Remainder Trustee in and to the Trust Estateand all accounts established by the Remainder Trustee in connectiontherewith to be transferred to the Successor Owner by such bills ofsale, assignments, deeds or other instruments of conveyance as shall bereasonably necessary therefor, all without warranties or covenants ofany nature whatsoever. The Final Distribution Date shall be not laterthan: (i) in the event of a Total Condemnation, thirty (30) daysfollowing receipt by the Remainder Trustee of the Remainder Proceedspayable with respect thereto; (ii) in the event of a sale of the TrustEstate pursuant to Section 7.2, thirty (30) days following receipt bythe Remainder Trustee of the proceeds from such sale; and (iii) in anyother case, forty-five (45) days after the occurrence of the TerminationEvent giving rise to the termination of the Trust.

(d) If all of the Certificateholders shall not surrender theirCertificates for cancellation within thirty (30) days after the datespecified in the Termination Notice referred to in subsection 7.1 (c) orif the Certificateholders shall fail to designate by unanimous writtendirection the Successor Owner within the time required hereby, theRemainder Trustee shall give a second written notice so stating. Ifwithin thirty (30) days after the second notice all the Certificatesshall not have been surrendered for cancellation, or a Successor Ownerhas not been designated in accordance herewith, the Remainder Trusteemay take appropriate steps, or may appoint an agent to take appropriatesteps, to contact the remaining Certificateholders concerning surrenderof their Certificates or designation of a Successor Owner, and the costthereof shall be paid out of the funds and other assets that shallremain subject to this Agreement.

SECTION 7.2 Termination Pursuant to Section 6.2. If a Termination Eventshall occur pursuant to Section 6.2, or if the Certificateholders shallfail to designate a Successor Owner pursuant to Section 7.1(c) withinsixty (60) days after notice thereof given pursuant to Section 7.1 (d),the Remainder Trustee shall give a Termination Notice thereof to theCertificateholders and to the parties to whom such notice is requiredpursuant to the Administration Agreement and the Remainder Trustee shallthereafter sell the assets of the Trust Estate at an open outcry auctionheld in a commercially reasonable manner and on commercially reasonableterms on a date not earlier than thirty (30) days and not later thanninety (90) days after such Termination Notice has been given by theRemainder Trustee all as more particularly set forth herein. SuchTermination Notice shall specify the time, place and terms of suchauction. The Remainder Trustee shall engage a Qualified Real EstateConsultant for the purpose of consulting with the Remainder Trusteeregarding the Auctioneer to be engaged by the Remainder Trustee and theterms and conditions of the auction to be conducted thereby. SuchQualified Real Estate Consultant shall make a written recommendation tothe Remainder Trustee regarding the identity of the Auctioneer to beselected and the terms on which the auction shall be conducted;provided, however, that in all events, the Auctioneer shall conduct anyauction held pursuant hereto: (i) at the Corporate Trust Offices; (ii)on an open outcry basis with no reserve price or minimum bid; (iii) onlyafter publication of the time and place for such auction in a manner andwith such publications as shall then be required to satisfy therequirements of the Uniform Commercial Code, or any successorlegislation, as then in effect in the jurisdiction in which such auctionshall be held, with respect to sales of collateral thereunder; (iv)pursuant to bidding rules that shall specify the form of purchase andsale agreement to be entered into between the Remainder Trustee and thesuccessful bidder at the auction, which agreement shall be in the formrecommended by the Qualified Real Estate Consultant and counsel engagedby the Remainder Trustee in connection with such auction; and (v)substantially in accordance with the rules and procedures recommended bythe Qualified Real Estate Consultant and counsel engaged by the Trusteein connection with such auction. The Remainder Trustee shall be entitledto rely on such recommendations for all purposes of this Agreement.Certificateholders, and any Person controlling or controlled by, owning,owned by or under common ownership with any Certificateholder, shall notbe entitled to participate in such auction. The proceeds of any suchsale, disposition or liquidation of the assets of the Trust shall beapplied first to any outstanding Reimbursable Costs, second to anyoutstanding fees due to the Remainder Trustee in connection with thisAgreement and the balance shall constitute Collections and shall bedeposited into the Administration Account for distribution in accordancewith the terms hereof.

SECTION 7.3 Distribution of Remainder Proceeds. If there shall occur aTotal Condemnation, the Remainder Trustee shall, in connection with thewinding-up of the Trust, distribute the Remainder Proceeds to theCertificateholders on the final Distribution Date.

SECTION 7.4 Default by Purchaser. If the purchaser of the Trust Estateat any auction held pursuant to Section 7.2 shall default in theperformance of its obligations under the purchase and sale agreemententered into in connection therewith in the manner and time requiredthereby, and such default shall give rise to a right to terminate suchpurchase and sale agreement on the part of the Remainder Trustee, theRemainder Trustee is hereby irrevocably authorized and directed toterminate such agreement in accordance with its terms and to conductanother auction of the Trust Estate in the manner set forth in Section7.2. If the Purchaser at any such subsequent auction shall likewise failto perform its obligations to purchase the Trust Estate and such failureshall give rise to a right to terminate the purchase and sale agreemententered into in connection therewith, then the Remainder Trustee shallterminate such agreement in accordance with its terms and proceed in themanner set forth herein.

ARTICLE VIII AMENDMENTS

SECTION 8.1 Amendments.

(a) Prior to the expiration of the Term Trust, this Agreement may beamended by the Remainder Trustee with the consent of the holders of 51%or more of the Voting Interests, to (i) cure any ambiguity, (ii) corrector supplement any provision in this Agreement that may be defective orinconsistent with any other provision in this Agreement, and (iii)evidence and provide for the acceptance of the appointment of asuccessor trustee with respect to the Trust Estate and add to or changeany provisions as shall be necessary to facilitate the administration ofthe trusts hereunder by more than one trustee pursuant to Article VI.After the expiration of the Term Trust, this Agreement may be amended bythe Remainder Trustee with the written consent of theCertificateholders. Any such amendment shall be narrowly construed so asto give maximum effect to each and every other provision of thisAgreement. Except as expressly otherwise provided herein, this TrustAgreement may not be amended.

SECTION 8.2 Form of Amendments.

(a) Promptly after the execution of any amendment, supplement or consentpursuant to Section 8.1, the Remainder Trustee shall furnish writtennotification of the substance of such amendment or consent to eachCertificateholder.

(b) It shall not be necessary for the consent of Certificateholders,pursuant to Section 8.2 to approve the particular form of any proposedamendment or consent, but it shall be sufficient if such consent shallapprove the substance thereof. The manner of obtaining such consents(and any other consents of Certificateholders provided for in thisAgreement) and of evidencing the authorization of the execution thereofby Certificateholders shall be subject to such reasonable requirementsas the Remainder Trustee may prescribe.

(c) If required under applicable law, promptly after the execution ofany amendment to the Certificate of Trust, the Remainder Trustee shallcause the filing of such amendment with the Secretary of State.

(d) Prior to the execution of any amendment to this Agreement or theCertificate of Trust, the Remainder Trustee shall be entitled to receiveand rely upon an opinion of counsel stating that the execution of suchamendment is authorized or permitted by this Agreement. The RemainderTrustee may, but shall not be obligated to, enter into any suchamendment which affects the Remainder Trustee's own rights, duties orimmunities under this Agreement or otherwise.

ARTICLE IX MISCELLANEOUS

SECTION 9.1 No Legal Title to Trust Estate. The Certificateholders shallnot have legal title to any part of the Trust Estate. TheCertificateholders shall be entitled to receive distributions withrespect to their undivided ownership interest therein only in accordancewith Articles V and VII hereof. No transfer, by operation of law orotherwise, of any right, title, and interest of the Certificateholdersto and in their ownership interest in the Trust Estate shall operate toterminate this Agreement or the trusts hereunder or entitle anytransferee to an accounting or to the transfer to it of legal title toany part of the Trust Estate.

SECTION 9.2 Limitations on Rights of Others. Except for Section 2.7 andSection 9.11 hereof, and except as expressly provided in theAdministration Agreement, the provisions of this Agreement are solelyfor the benefit of the Remainder Trustee, the Seller and theCertificateholders and nothing in this Agreement, whether express orimplied, shall be construed to give to any other Person any legal orequitable right, remedy or claim in the Trust Estate or under or inrespect of this Agreement or any covenants, conditions or provisionscontained herein.

SECTION 9.3 Derivative Actions. Any provision contained herein to thecontrary notwithstanding, the right, if any, of any Certificateholder tobring a derivative action in the right of the Trust is hereby madeexpressly subject to the following limitations and requirements:

(a) such Certificateholder must meet all requirements set forth in [theBusiness Trust Statute]; and

(b) no Certificateholder may bring a derivative action in the right ofthe Trust without the prior written consent of Certificateholdersowning, in the aggregate, a beneficial interest in Certificatesrepresenting 50% of the Certificate Balance.

SECTION 9.4 Notices.

(a) All demands, notices and communications upon or to the Seller, theRemainder Trustee or the Certificateholders under this Agreement shallbe in writing, personally delivered, sent by electronic facsimile (withhard copy to follow via first class mail) or mailed by certifiedmail-return receipt requested, and shall be deemed to have been dulygiven upon receipt:

If to Seller: Scribcor, Inc., 400 North Michigan Avenue Chicago, IL60611 Attention: Richard M. Ross (Facsimile No. (312) 923-8023)

If to the Trust or the Remainder Trustee, to the Remainder Trustee atits Corporate Trust Office:

American National Bank and Trust Company of Chicago 33 North LaSalleStreet Chicago, Illinois 60690 Attention: Corporate Trust Department(Facsimile No. 312/661-6491)

With respect to any Certificateholder, at the address of suchCertificateholder shown in the Certificate Register or at such otheraddress as shall be designated by such Person in a written notice to theother parties to this Agreement.

(b) Any notice required or permitted to be given to a Certificateholdershall be given by first-class mail, postage prepaid, at the address ofsuch Holder as shown in the Certificate Register. Any notice so mailedwithin the time prescribed in this Agreement shall be conclusivelypresumed to have been duly given, whether or not the Certificateholderreceives such notice.

SECTION 9.5 Severability. If any one or more of the covenants,agreements, provisions or terms of this Agreement shall be for anyreason whatsoever held invalid, then such covenants, agreements,provisions or terms shall be deemed severable from the remainingcovenants, agreements, provisions or terms of this Agreement and shallin no way affect the validity or enforceability of the other provisionsof this Agreement or of the Certificates or the rights of the holdersthereof.

SECTION 9.6 Counterparts. This Agreement may be executed by the partieshereto in separate counterparts, each of which when so executed anddelivered shall be an original, but all such counterparts shall togetherconstitute one and the same instrument.

SECTION 9.7 Successors and Assigns. All covenants and agreementscontained herein shall be binding upon, and inure to the benefit of, theSeller, the Remainder Trustee and each Certificateholder and theirrespective successors and permitted assigns, all as herein provided. Anyrequest, notice, direction, consent, waiver or other instrument oraction by a Certificateholder shall bind the successors and assigns ofsuch Certificateholder.

SECTION 9.8 No Recourse. Each Certificateholder by accepting aCertificate acknowledges that such Certificateholder's Certificatesrepresent beneficial interests in the Trust only and do not representinterests in or obligations of the Tenant, the Remainder Trustee, or anyAffiliate thereof and no recourse may be had against such parties ortheir assets, except as may be expressly set forth or contemplated inthis Agreement or the Certificates.

SECTION 9.9 Headings. The headings of the various Articles and Sectionsherein are for convenience of reference only and shall not define orlimit any of the terms or provisions hereof.

SECTION 9.10 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TOITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIESOF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCHLAWS.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreementto be duly executed by their respective officers hereunto dulyauthorized, as of the day and year first above written.

AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not in itsindividual capacity, but solely as Remainder Trustee as aforesaid

By:                      Name:                     Title:                      SCRIBCOR, INC. By:                     Name:                      Title:                     

APPENDIX A

Definitions

“Actual Knowledge” shall mean with respect to any Person or party,Conscious Awareness (as hereinafter defined) of a fact that such fact iscontained in a document of which such person has Conscious Awareness orwhich was created during the course of a transaction in which suchperson actively participated. A person, however, shall not be deemed tohave Actual Knowledge of a fact merely because (i) such fact iscontained in a document or approved by such person if such person doesnot have Conscious Awareness of such document or if such document wasnot created during the course of a transaction in which such personactively participated or (ii) any other individual in such person'sorganization has Actual Knowledge of such fact.

“Administration Account” shall mean the bank account established andmaintained by the Remainder Trustee pursuant to Section 5.1 of theAgreement.

“Administration Agreement” shall mean that certain First Amended andRestated Administration Agreement of even date as the Agreement by andbetween Term Trustee and the Remainder Trustee.

“Affiliate” shall mean, with respect to any Person, any Person or partyowning, or owned by a Person or party owning, directly or indirectly tenpercent (10%) or more of the voting interest of such Person, orotherwise having the ability to exercise control over such Person.

“Agreement” shall mean that certain First Amended and Restated RemainderTrust Agreement dated as of Aug. _(—), 1995 by and between Seller andRemainder Trustee as the same may be amended from time to time inaccordance with its terms.

“Auctioneer” shall mean the Person selected by the Remainder Trustee toadminister an auction sale of the Trust Estate pursuant to Section 7.2.

“Benefit Plan” shall mean an employee benefit plan as described inSection 3.10(b) of the Agreement.

“Casualty Loss” shall mean any loss or damage suffered or incurred inrespect of the Real Property arising out of or in connection with anyfire, windstorm, flood, earthquake, act of god, war, strike or othercasualty.

“Casualty Loss Termination” shall mean any termination of the Leaseresulting from the occurrence of a Casualty Loss.

“Casualty Proceeds” shall mean the aggregate amount of payment receivedby the Remainder Trustee in respect of any Casualty Loss affecting theReal Property including, without limitation, all proceeds of anyinsurance maintained by the Tenant or the Remainder Trustee in respectthereof.

“Certificate” shall mean one or more certificates of ownership ofbeneficial interest in the Trust issued by the Remainder Trusteepursuant to Section 3.3 of the Agreement in substantially identical formto the sample certificate attached to the Agreement as Exhibit A.

“Certificate Balance” as of any give date shall mean with respect toeach Certificate, the percentage ownership interest in the Trustrepresented by such Certificate multiplied by the Remainder Proceedscalculated in accordance with Appendix B to the Agreement.

“Certificateholder” shall mean each Person in whose name one or moreCertificates is registered as of a particular date as evidenced by theCertificate Register.

“Certificate Register” shall mean the register of Certificates requiredto be maintained by the Remainder Trustee pursuant to Section 3.4hereof.

“Certificate Registrar” shall mean the Remainder Trustee or such Personas shall be appointed by the Remainder Trustee to maintain theCertificate Register pursuant to Section 3.4 of the Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as it may beamended from time to time.

“Collections” shall mean all monies, cash, rent or other paymentreceived by the Remainder Trustee in respect of the Lease, the RealProperty or otherwise including, without limitation the amount of alljudgments, awards or other payments made in connection with theenforcement of the Lease by the Remainder Trustee, the amount of any NetCasualty Proceeds or Net Compensation.

“Compensation” shall mean the amount of any award, judgment, settlementor other payment receive by the Remainder Trustee in respect of anyCondemnation of all or any portion of the Real Property.

“Condemnation” shall mean any taking, condemnation or other exercise ofthe power of eminent domain by any governmental or quasi-governmentalauthority having such power affecting all or any portion of the RealProperty.

“Conscious Awareness” shall mean with respect to any Person or party,that such Person actually remembered a fact at the given time. A Personshall not be deemed to have Conscious Awareness of a fact at a giventime if such Person did not actually remember a fact at the given timeunless such fact is contained in a document previously read or executedby such Person in the course of a transaction in which such Personactively participated. A Person shall not be deemed to have ConsciousAwareness of a fact merely because any other individual in such Person'sorganization has Conscious Awareness of such fact.

“Corporate Trust Office” shall mean the office maintained by theRemainder Trustee at 33 N. LaSalle Street, Chicago, Ill. 60690, or ifthere shall be a change in the location of the Corporate Trust Office ora successor Remainder Trustee, at the location specified by theRemainder Trustee or such successor Remainder Trustee in a writtennotice to all Certificateholders delivered in accordance with Section9.4.

“Default Notice” shall mean any notice of the occurrence of an Event ofDefault given pursuant to Section 6.2 of the Agreement.

“Distributable Funds” shall mean, as of any Distribution Date, the totalbalance of funds in the Administration Account less the sum of: (i)$25,000.00; plus (ii) the amount of all Reimbursable Costs incurred bythe Remainder Trustee for which the Remainder Trustee has not previouslybeen reimbursed; plus (iii) the amount of all Reimbursable Costsreasonably anticipated by the Remainder Trustee to be incurred prior tothe next succeeding Distribution Date provided, however, that upon theFinal Distribution Date, the Distributable Funds shall include theamounts set forth in clauses (i) and (iii) above.

“Distribution Date” shall mean the fifteenth day of each month after theestablishment of the Administration Account.

“Event of Default” shall mean any fact or matter the occurrence of whichconstitutes an Event of Default under the Lease (or any ReplacementLease).

“Final Distribution Date” shall have the meaning set forth in Section7.1.

“Guarantee” means that certain Guarantee of the Lease dated Nov. 13,1991 made by Kansas City Life Insurance Company.

“Laws” shall mean all statutes, codes, rules, regulations, ordinances,decrees and enactments of any governmental or quasi-governmental agencyhaving jurisdiction over: (i) the Real Property, or its use andoperation; (ii) the Remainder Trustee; or (iii) the Trust Estate.

“Lease” shall mean that certain lease dated Dec. 29, 1989 by and betweenOld American Insurance Company, as Tenant and R&S Kansas City AssociatesLimited Partnership as Landlord regarding the Real Property, as amendedby a First Amendment to Lease, dated Nov. 12, 1991, as guaranteed by theGuarantee, or any Replacement Lease or Leases entered into from time totime.

“Net Casualty Proceeds” shall mean the aggregate amount of CasualtyProceeds received by the Remainder Trustee in respect of any CasualtyLoss less all Reimbursable Costs incurred by the Remainder Trustee inconnection with the adjustment, negotiation, settlement, or collectionof such Casualty Proceeds or the exercise or performance by theRemainder Trustee of any of its rights, powers or duties under theAgreement.

“Partial Condemnation” shall mean (i) any taking in or by condemnationor other eminent domain proceeding pursuant to any law, general orspecial or (ii) temporary requisition of the Real Property or any partthereof by any governmental authority, civil or military after theoccurrence of which the Lease (or any Replacement Lease) shall remain infull force and effect.

“Person” shall mean any corporation, partnership, limited liabilitycompany, or other entity or human being.

“Property Report” shall have the meaning given in the ServicingAgreement.

“Qualified Real Estate Consultant” shall mean: (i) the Servicer; (ii)the commercial loan servicing, property or asset management group whichis an Affiliate of the Remainder Trustee, or any Person or party who:(i) has not less than ten (10) years of experience as a professionalasset or property manager and is licensed (if required) to perform suchservices in the locale of the Real Property; (ii) then has undermanagement a portfolio of commercial and office properties containing inthe aggregate not less than two (2) million square feet or with anaggregate fair market value of not less than $20,000,000.00; and (iii)then has not fewer than twenty (20) employees directly engaged in theprovision of asset or property management services.

“Real Property” shall mean the land and all buildings and improvementslocated thereon commonly known as 4900 Oak Street, Kansas City, Mo. andlegally described on Appendix C to the Agreement.

“Record Date” shall mean with respect to any Distribution Date, three(3) business days prior to such Distribution Date.

“Reimbursable Costs” shall mean all fees, expenses, costs (including,without limitation, attorneys fees or the fees of a Qualified RealEstate Consultant), or other charges incurred in good faith by RemainderTrustee in the performance of its rights and obligations under theAgreement.

“Remainder Proceeds” shall mean the amount calculated in accordance withAppendix B attached hereto.

“Remainder Trust” shall mean the K.C. LURE® Trust 1995-1 as establishedpursuant to that certain Trust Agreement of even date herewith by andbetween Seller and the Remainder Trustee.

“Rent” shall mean rent as defined in the Lease or as the term may bedefined under any Replacement Lease.

“Replacement Lease” shall mean any lease for all or any portion of theReal Property entered into pursuant to Section 6.2(g) of the Agreementrequiring the tenant thereunder at its sole cost and expense to: (i)maintain at least the required insurance; (ii) pay all ad valorem andother real property taxes levied against the Real Property; (iii)maintain or cause the Real Property to be maintained in good operatingcondition and in compliance with all Laws; and (iv) provideindemnification to the Remainder Trustee as landlord under any suchReplacement Lease on terms and conditions reasonably satisfactory to theRemainder Trustee.

“Responsible Officer” shall mean, with respect to any party to theAgreement or any Certificateholder, the president, any vice-president,assistant vice-president, secretary, assistant secretary or otherofficer or officers customarily performing functions similar to thoseperformed by any of the above, or to whom any matter arising under thisAgreement, the Lease or the Administration Agreement may be referred,having the legal authority to bind the party in question.

“Seller” shall mean Scribcor, Inc., an Illinois corporation, itssuccessors and assigns.

“Servicer” means Scribcor, Inc., in its capacity as servicer under theServicing Agreement, or any party who may succeed to Scribcor, Inc. asServicer under the Servicing Agreement.

“Servicing Agreement” shall mean that certain Servicing Agreement ofeven date herewith by and between Scribcor, Inc., as Servicer, and theTerm Trustee, as Owner Trustee.

“Successor Owner” shall have the meaning set forth in Section 7.1 (c).

“Tenant” shall mean Old American Insurance Company, together with itssubtenants, of whatever level, successors and assigns and all partiesclaiming by or through any of them, and any tenant under any ReplacementLease, or any subtenant (of whatever level) or assignee thereof.

“Termination Event” shall mean: (i) the failure of theCertificateholders to give the financial assurances or indemnityrequired pursuant to Section 6.2(d) or (g); (ii) the expiration of ten(10) years from the date on which the Term Trust shall have terminated;or (iii) following the date on which the Term Trust shall haveterminated, receipt by the Remainder Trustee of a written direction fromall of the Certificateholders directing the Remainder Trustee toterminate the Trust and containing a release of claims and covenant notto sue from each of the Certificateholders in form reasonablysatisfactory to the Remainder Trustee releasing all claims of any naturewhatsoever, known or unknown, foreseen or unforeseen, of suchCertificateholder against the Term Trustee and all beneficial owners ofany interest in the Term Trust arising from or in connection with theTerm Trustee's ownership of an interest in the Real Property, or theuse, operation or maintenance thereof during the term of the Term Trust.

“Termination Notice” shall have the meaning set forth in Article 7.

“Term Trust” shall mean the K.C. ABBE® Trust 1995-1 as establishedpursuant to that certain First Amended and Restated Trust Agreementdated as of Apr. 27, 1995 by and between Seller and the Term Trustee.

“Term Trustee” shall mean The First National Bank of Chicago, notpersonally but solely, as trustee under the K.C. ABBE® Trust 1995-1,together with any Person who shall be appointed a successor trusteepursuant to Section 6.11 of the Term Trust.

“Total Condemnation” shall mean any Condemnation after the occurrence ofwhich the Lease shall be terminated pursuant to Article XV of the Leaseor any similar provision in any Replacement Lease.

“Trust” shall mean the grantor trust established pursuant to theAgreement for the uses and purposes and on the trusts set forth therein.

“Trust Estate” shall mean all right, title and interest of the RemainderTrustee in and to (i) the Real Property; (ii) the Lease and theGuarantee, including, without limitation all right to receive the Rentpayable under the Lease or any Replacement Lease and any other paymentsdue thereunder or under the Guarantee; (iii) the accounts held by theRemainder Trustee pursuant to the provisions of this Agreement and (iv)any and all proceeds, replacements, claims and other rights or propertyinterests, tangible or intangible, relating to any of the foregoing.

“Unrecovered Costs” shall have the meaning set forth in Section 6.10hereof.

“Voting Interests” shall mean the right of each Certificateholder tovote each Certificate in respect of any matter on whichCertificateholders may, or are required to, vote pursuant to the termsof this Agreement, with the “Voting Interests” owned by anyCertificateholder equal to the percentage ownership interest in theTrust represented by such Certificateholder's Certificate. Certificatesheld by the Seller are expressly deemed to be included in thecomputation of Voting Interests for all purposes of this Agreement.

APPENDIX B

[To be added by Amendment.]

EXHIBIT A

EXHIBIT A NUMBER R-                     $                

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILLNOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), OR THE LAWS OF ANY OTHER JURISDICTION. CONSEQUENTLY,THE CERTIFICATES ARE NOT TRANSFERABLE OTHER THAN PURSUANT TO ANEXEMPTION UNDER THE SECURITIES ACT AND SATISFACTION OF CERTAIN OTHERPROVISIONS SPECIFIED BELOW.

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE BY ANYPERSON UNLESS EITHER (I) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TOA “QUALIFIED INSTITUTIONAL BUYER” THAT EXECUTES A CERTIFICATE TO THEEFFECT THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED UNDERRULE 144A UNDER THE SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THEACCOUNTS OF OTHER “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED UNDER RULE144A UNDER THE SECURITIES ACT, AND (B) IT IS AWARE THAT THE TRANSFEROROF THIS CERTIFICATE INTENDS TO RELY ON THE EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144AUNDER THE SECURITIES ACT, OR (II) SUCH SALE, PLEDGE OR OTHER TRANSFER ISOTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE TRUSTEE SHALLREQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVETRANSFEREE CERTIFY TO THE TRUSTEE AND THE SELLER IN WRITING THE FACTSSURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM ANDSUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SELLER, AND (B) THETRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH WILL NOT BE ATTHE EXPENSE OF THE SELLER OR THE TRUSTEE) SATISFACTORY TO THE SELLER ANDTHE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THESECURITIES ACT.

THE CERTIFICATES MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) ANEMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEERETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT ISSUBJECT TO THE PROVISIONS OF TITLE I OR ERISA, (II) A PLAN DESCRIBED INSECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR(III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASONOF A PLAN'S INVESTMENT IN THE ENTITY (EACH A “BENEFIT PLAN”). BYACCEPTING AND HOLDING A CERTIFICATE, THE CERTIFICATEHOLDER THEREOF SHALLBE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFITPLAN AND, IF REQUESTED TO DO SO BY THE SELLER OR THE TRUSTEE,CERTIFICATEHOLDER SHALL DELIVER TO THE TRUSTEE AN UNDERTAKING LETTER TOSUCH EFFECT IN THE FORM SPECIFIED IN THE AGREEMENT.

K.C. LURE® TRUST 1995-1 CERTIFICATE OF BENEFICIAL INTEREST

evidencing a fractional undivided interest in the Trust, as definedbelow, the property of which includes a remainder interest in the RealProperty (as defined in the Trust Agreement) subject to an estate foryears commencing on Apr. 27, 1995 and ending on Dec. 31, 2009 including,without limitation all rights of the Remainder Trustee to receive rentor any other payments in respect of the Real Property and all accountsheld by or for the benefit of the Remainder Trustee pursuant to theTerms of the Trust Agreement (as defined below).

(This Certificate does not represent an interest in or obligation ofScribcor, Inc., Old American Insurance Company or any of theirrespective affiliates.)

THIS CERTIFIES THAT _ is the registered owner of a nonassessable,fully-paid, fractional undivided interest in K.C. LURE® TRUST 1995-1(the “Trust”) formed by Scribcor, Inc., an Illinois corporation.

The Trust was created pursuant to a Trust Agreement, dated as of Apr._(—), 1995 (as amended and supplemented from time to time, the “TrustAgreement”), between the Seller and American National Bank and TrustCompany of Chicago, a national banking association, not in its personalcapacity, but solely as trustee (the “Remainder Trustee”), a summary ofcertain of the pertinent provisions of which is set forth below. To theextent not otherwise defined herein, the capitalized terms used hereinhave the meanings assigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designatedas K.C. LURE® TRUST 1995-1 Certificate of Beneficial Interest (the“Certificates”). This Certificate is issued under and is subject to theterms, provisions and conditions of the Trust Agreement, the terms ofwhich are incorporated herein by reference and made a part hereof, towhich Trust Agreement the holder of this Certificate by virtue of theacceptance hereof assents and by which such holder is bound. Withoutlimiting the foregoing, the Certificate is subject to each and every ofthe conditions and limitations contained in Sections 4.4 and 6.2 of theTrust Agreement.

Under the Trust Agreement, there shall be distributed on the 15th day ofeach month after the establishment of the Administration Account, or, ifsuch 15th day is not a Business Day, the next Business Day (each, a“Distribution Date”), to the person in whose name this Certificate isregistered on the related Record Date (as defined below), suchCertificateholder's fractional undivided interest in the amount ofDistributable Funds to be distributed to Certificateholders on suchDistribution Date; provided however, Certificateholders shall notreceive payments in respect of the Certificate Balance until allReimbursable Costs reasonably incurred by the Term Trustee have beenreimbursed to the Term Trustee in accordance with Section 6.10 andArticle V of the Trust Agreement. The “Record Date,” with respect to anyDistribution Date, means the close of business on the third (3rd)business day immediately preceding such Distribution Date.

The distributions in respect of the Certificate Balance on thisCertificate are payable in such coin or currency of the United States ofAmerica as at the time of payment is legal tender for payment of publicand private debts.

It is the intent of the Seller and the Certificateholders that, forpurposes of federal income, state and local income and franchise taxes,and any other taxes imposed upon, measured by or based upon gross or netincome, the Trust shall be treated as a grantor trust. Except asotherwise required by appropriate taxing authorities, the Seller and theother Certificateholders by acceptance of a Certificate, agree to treat,and to take no action inconsistent with the treatment of, theCertificates for such tax purposes as interests in such grantor trust.

The Certificateholder, by its acceptance of the Certificate, covenantsand agrees that such Certificateholder shall not, prior to the datewhich is one year and one day after the termination of the TrustAgreement, acquiesce in, petition or otherwise invoke or cause theSeller to invoke the process of any court or governmental authority forthe purpose of commencing or sustaining a case against the Seller underany federal or state bankruptcy, insolvency, reorganization or similarlaw or appointing a receiver, liquidator, assignee, trustee, custodian,sequestrator or other similar official of the Seller or any substantialpart of its property, or ordering the winding up or liquidation of theaffairs of the Seller.

Distributions on this Certificate shall be made as provided in the TrustAgreement by the Remainder Trustee by wire transfer or check mailed tothe Certificateholder of record in the Certificate Register without thepresentation or surrender of this Certificate or the making of anynotation hereon. Except as otherwise provided in the Trust Agreement andnotwithstanding the above, the final distribution on this Certificateshall be made after due notice by the Remainder Trustee of the pendencyof such distribution and only upon presentation and surrender of thisCertificate at the office maintained for such purpose by the Trustee inthe City of Chicago, County of Cook and State of Illinois.

Reference is hereby made to the further provisions of this Certificateset forth on the reverse hereof, which further provisions shall for allpurposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executedby an authorized officer of the Remainder Trustee by manual signature,this Certificate shall not entitle the holder hereof to any benefitunder the Trust Agreement or be valid for any purpose.

The Certificateholder represents that it is acquiring the Certificatefor its own account with the present intention of holding suchsecurities for purposes of investment, and that it has no intention ofselling such securities in a public distribution in violation of thefederal securities laws or any applicable state securities laws,provided that the disposition of its property shall at all times bewithin its control. The Certificateholder represents that it is an“accredited investor” as such term is defined under Regulation Dpromulgated under the Securities Act. The Certificateholder acknowledgesthat it is able to bear the economic risk if its investment in theCertificate for an indefinite period of time because the Certificate isbeing issued and sold under exemption(s) from registration provided inthe Securities Act and under applicable state securities laws andtherefore, cannot be sold unless subsequently registered under theSecurities Act or applicable state securities laws or an exemption fromsuch registrations is available. Further, the Certificateholderacknowledges the transfer restrictions relating to the Certificate setforth in the Trust Agreement.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF ILLINOIS, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALLBE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

The Certificateholder, by its acceptance of the Certificate,acknowledges that the Certificate represents a beneficial interest inthe Trust only and does not represent interests in or obligations of theTenant, the Remainder Trustee, or any Affiliate thereof and that norecourse may be had against such parties or their assets, except asexpressly set forth in the Trust Agreement or this Certificate.

IN WITNESS WHEREOF, the Remainder Trustee, on behalf of the Trust andnot in its individual capacity, has caused this Certificate to be dulyexecuted.

K. C. LURE ™ TRUST 1995-1 AMERICAN NATIONAL BANK AND TRUST COMPANY OFCHICAGO, a national banking association, not in its individual capacitybut solely as Remainder Trustee Dated:                     , 1995 By:                                        Name:                               Title:                                 

REMAINDER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentionedTrust Agreement.

American National Bank and Trust OR American National Bank and Companyof Chicago, a national Trust Company of Chicago, a banking association,not in its national banking association, not individual capacity butsolely as in its individual capacity but Remainder Trustee solely asRemainder Trustee By:                                          By                                         Name: Authenticating AgentTitle: By:                                          Name: Title:

REVERSE OF CERTIFICATE

The Certificates do not represent an obligation of, or an interest in,the Seller, Tenant, any Replacement Tenant, the Remainder Trustee or anyaffiliates of any of them and no recourse may be had against suchparties or their assets, except as may be expressly set forth orcontemplated herein or in the Trust Agreement. In addition, thisCertificate is not guaranteed by any governmental agency orinstrumentality and is limited in right of payment to certaincollections and recoveries with respect to the Trust Estate (and certainother amounts), all as more specifically set forth herein and in theTrust Agreement. A copy of the Trust Agreement may be examined duringnormal business hours at the principal office of the Seller or theRemainder Trustee, and at such other places, if any, designated by theSeller, or the Remainder Trustee, by any Certificateholder upon writtenrequest.

The Trust Agreement does not permit, with certain exceptions thereinprovided, the amendment thereof or the modification of the rights andobligations of the Seller and the rights of the Certificateholders underthe Trust Agreement. To the extent such amendments and modifications arepermitted, the same may be made only with the consent ofCertificateholders whose Certificates evidence not less than a majorityof the Voting Interests as of the close of business on the immediatelypreceding Record Date. Any such consent by the Holder of thisCertificate shall be conclusive and binding on such holder and on allfuture Holders of this Certificate and of any Certificate issued uponthe transfer hereof or in exchange herefor or in lieu hereof whether ornot notation of such consent is made upon this Certificate.

As provided in the Trust Agreement and subject to certain limitationstherein set forth, the transfer of this Certificate is registerable inthe Certificate Register upon surrender of this Certificate forregistration of transfer at the offices or agencies of the CertificateRegistrar maintained by the Remainder Trustee in the City of Chicago,County of Cook and State of Illinois, accompanied by a writteninstrument of transfer in form satisfactory to the Remainder Trustee andthe Certificate Registrar duly executed by the Holder hereof or suchHolder's attorney duly authorized in writing, and thereupon one or morenew Certificates of authorized denominations evidencing the sameaggregate interest in the Trust will be issued to the designatedtransferee. The initial Certificate Registrar appointed under the TrustAgreement is American National Bank and Trust Company of Chicago,Chicago, Ill.

The Certificates are issuable only as registered Certificates withoutcoupons in denominations of $20,000 or integral multiples of $1,000 inexcess thereof. As provided in the Trust Agreement and subject tocertain limitations therein set forth, Certificates are exchangeable fornew Certificates of authorized denominations evidencing the sameaggregate denomination, as requested by the Holder surrendering thesame; provided, however, that no Certificate may be subdivided such thatthe denomination of any resulting Certificate is less than $20,000. Noservice charge shall be made for any such registration of transfer orexchange, but the Remainder Trustee or the Certificate Registrar mayrequire payment of a sum sufficient to cover any tax or governmentalcharge payable in connection therewith.

The Remainder Trustee, the Certificate Registrar and any agent of theRemainder Trustee or the Certificate Registrar may treat the person inwhose name this Certificate is registered as the owner hereof for allpurposes, and none of the Remainder Trustee, the Certificate Registraror any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement andthe Trust created thereby shall terminate upon the payment toCertificateholders of all amounts required to be paid to them pursuantto the Trust Agreement and the disposition of all property held as partof the Trust.

EXHIBIT B SECURITIES ACT EXEMPTION CERTIFICATE

Scribcor, Inc.

400 North Michigan Avenue

Suite 1200

Chicago, Ill. 60611

American National Bank and Trust

Company of Chicago

33 North LaSalle Street

Chicago, Ill.

Ladies and Gentlemen:

In connection with our proposed purchase of a certificate of beneficialinterest (the “Certificate”), representing a fractional undividedinterest in the K.C. LURE® Trust 1995-1, issued under a trust agreement,dated as of Apr. 27, 1995 (the “Trust Agreement”), between Scribcor,Inc., an Illinois corporation (the “Seller”) and American National Bankand Trust Company of Chicago, as owner trustee, acting thereunder not inits individual capacity but solely as remainder trustee of the Trust(the “Remainder Trustee”) we certify that:

1. We understand that the Certificate has not been registered under theSecurities Act of 1933, as amended (the “Securities Act”), and may notbe sold except as permitted in the following sentence. We agree, on ourown behalf and on behalf of any accounts for which we are acting ashereinafter stated, that such Certificate may be resold, pledged ortransferred only to: (i) the Seller; (ii) an institutional investor thatis an “Accredited Investor” as defined in Rule 501(a)(1), (2), (3) or(7) (an “Institutional Accredited Investor”) under the Securities Act(as indicated by the box checked by the transferor on the Certificate ofTransfer on the reverse of the Certificate) acting for its own accountand not for the account of others or as a fiduciary or agent for others(which others also are Institutional Accredited Investors unless theholder is a bank acting in its fiduciary capacity) that executes acertificate substantially in the form hereof, (iii) so long as suchCertificate is eligible for resale pursuant to Rule 144A under theSecurities Act (“Rule 144A”), to a person whom we reasonably believeafter due inquiry to be a “qualified institutional buyer” as defined inRule 144A acting for its own account (and not for the account of others)or as a fiduciary or agent for others (which others also are “qualifiedinstitutional buyers” to whom notice is given that the resale, pledge ortransfer is being made in reliance on Rule 144A, or (iv) in a sale,pledge or other transfer made in a transaction otherwise exempt from theregistration requirements of the Securities Act, in which case (A) theRemainder Trustee shall require a written opinion of counsel (which willnot be at the expense of the Seller or the Remainder Trustee)satisfactory to the Seller and the Remainder Trustee to the effect thatsuch transfer will not violate the Securities Act, in each in accordancewith any applicable securities laws of any state of the United States.We will notify any purchaser of the Certificate from us of the aboveresale restrictions, if then applicable. We further understand that inconnection with any transfer of the Certificate by us that the Sellerand the Remainder Trustee may request, and if so requested we willfurnish, such certificates and other information as they may reasonablyrequire to confirm that any such transfer complies with the foregoingrestrictions. We understand that no sale, pledge or other transfer maybe made to any one person for Certificates with a face amount of lessthan $20,000 and, in the case of any person acting on behalf of one ormore third parties (other than a bank (as defined in Section 3(a)(2) ofthe Securities Act) acting in its fiduciary capacity), for theCertificates with a face amount of less than $20,000 for each such thirdparty.

2. [CHECK ONE]

(a) We are an institutional investor and an “accredited investor” (asdefined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under theSecurities Act) acting for our own account (and not for the account ofothers) or as a fiduciary or agent for others (which others also areInstitutional Accredited Investors unless we are bank acting in itsfiduciary capacity). We have such knowledge and experience in financialand business matters as to be capable of evaluating the merits and risksof our investment in the Certificate, and we and any accounts for whichwe are acting are each able to bear the economic risk of our or itsinvestment for an indefinite period of time. We are acquiring theCertificate for investment and not with a view to, or for offer and salein connection with, a public distribution.

(b) We re a “qualified institutional buyer” as defined under Rule 144Aunder the Securities Act and are acquiring the Certificate for our ownaccount (and not for the account of others) or as a fiduciary or agentfor others (which others also are “qualified institutional buyers”). Weare familiar with Rule 144A under the Securities Act and are aware thatthe seller of the Certificate and other parties intend to rely on thestatements made herein and the exemption from the registrationrequirements of the Securities Act provided by Rule 144A.

3. You are entitled to rely upon this letter and you are irrevocablyauthorized to produce this letter or a copy thereof to any interestedparty in any administrative or legal proceeding or official inquiry withrespect to the matters covered hereby.

Very truly yours,                                                  (Nameof Purchaser) By:                                          Date:                                     

EXHIBIT C UNDERTAKING LETTER

Scribcor, Inc.

400 North Michigan Avenue

Chicago, Ill. 60611

American National Bank and Trust

Company of Chicago as Remainder

Trustee of the K.C. LURE® Trust 1995-1

One First National Plaza

Chicago, Ill. 60670

Ladies and Gentlemen:

In connection with our purchase of record or beneficial ownership of theCertificate of Beneficial Interest (the “Certificate”) of the K.C. LURE®Trust 1995-1, the undersigned purchaser, record owner or beneficialowner hereby acknowledges, represents and warrants that such purchaser,record owner or beneficial owner:

(1) is not, and has not acquired the Certificate by or for the benefitof, (i) an employee benefit plan (as defined in Section 3(3) of theEmployee Retirement Income Security Act of 1974, as amended (“ERISA”))that is subject to the provisions of Title I of ERISA, (ii) a plandescribed in Section 4975(e)(1) of the Internal Revenue Code of 1986, asamended, or (iii) any entity whose underlying assets include plan assetsby reason of a plan's investment in the entity whose underlying assetsinclude plan assets by reason of a plan's investment in the entity; and

(2) acknowledges that you and others will rely on our acknowledgements,representations and warranties, and agrees to notify you promptly inwriting if any of our representations or warranties herein cease to beaccurate and complete.

                                                             Name ofCertificateholder By:                                            Name:                               Title:                                  Date:                                  

EXHIBIT D [FORM OF DISTRIBUTION DATE STATEMENT] 1. ExpectedDistributions $           2. Total Collections Received (since prior$           Distribution Date, itemized) 3. Distributable Funds (as ofthis $           Distribution Date, itemized) 4. Difference betweenExpected $           Distributions and Distributable Funds 5. Balance inCertificate Distribution $           Account (after distribution ofDistributable Funds) 6. Reimbursable Costs Distributed to $          Term Trustee (this Distribution Date, itemize)

EXHIBIT D SUMMARY OF LEASE PROVISIONS

EXHIBIT E 122689 : 540 pm : 3686-6 : OLD-1 L E A S E R&S KANSAS CITYASSOCIATES LIMITED PARTNERSHIP as Landlord and OLD AMERICAN INSURANCECOMPANY as Tenant Date: December 29, 1989 Premises: 4900 Oak StreetKansas City, Missouri

EXHIBIT B [Form of Securities Act Exemption Certificate] EXHIBIT CUNDERTAKING LETTER

Scribcor, Inc.

400 North Michigan Avenue

Chicago, Ill. 60611

First National Bank of Chicago as Remainder Trustee of the K.C.LURE®Trust 1995-1

One First National Plaza Chicago, Ill. 60670

Ladies and Gentlemen:

In connection with our purchase of record or beneficial ownership of theCirtificate of beneficial Interest (the “Certificate”) of the K.C. LURE®Trust 1995-1, the undersigned purchaser, record owner or beneficialowner hereby acknowledges, represents and warrants that such purchaser,record owner or benficial owner:

(1) is not, has not acquired the Certificates by or for the benfit of,(i) an employee benefit plan (as defined in Section 3(3) of the EmployeeRetirement Income Security Action fo 1974, as amended (“ERISA”)) that issubject to the provisions of Title I of ERISA, (ii) a plan described inSection 4975(e)(1) of the Internal Recenue Code of 1986, as amended, or(iii) any entity whose underlying assets include plan assets by reasonof plan's investment in the entity whose underlying assets include planassets by reason of a plan's investment in the entity; and

(2) acknowledges that you and others will rely on our acknowledgements,representations and warranties, and agrees to notify you promptly inwriting if any of our representations or warranties, and agrees tonotify you promptly in writing if any of our representations orwarranties herein cease to be accurate and complete.

                                                             Name ofCertificateholder By:                                            Name:                               Title:                                  Date:                       

Summary of Lease Provisions

General

The following is a summary of certain provisions of the Lease. Thissummary is not a complete description of the terms of the Lease, andreference is made to the Lease for its detailed provisions. Sectionreferences are to the corresponding provisions of the Lease the terms ofwhich are incorporated by reference thereto.

Pursuant to the Lease, the Tenant has leased during the Initial Term (asdefined below) the Property, which contains all 94,176 rentable squarefeet of office space in the Old American Life Insurance Building (the“Building”), comprised of (i) 66,396 rentable square feet of officespace on floors 1 through 3 of the Building and (ii) 27,780 rentablesquare feet of space in the Building's basement, which is utilized as acafeteria, print shop and other office service facilities and (iii) theBuilding's three-story covered parking garage, containing spaces for 250cars. The term “Premises,” as used herein, shall refer to the Property(including the Building).

Term

The initial 20-year term of the Lease (the “Initial Term”) commenced onDec. 29, 1989 and will expire on Dec. 31, 2009, unless sooner terminatedin accordance with the provisions of the Lease pertaining to casualtyloss or condemnation or the exercise of the Landlord's remedies underthe Lease. The tenant has the option to extend the term of the Lease fortwo additional periods of five years (each, a “Renewal Term”). TheInitial Term and the Renewal Terms are sometimes collectively referredto herein as the “Term.”

In the event that the Property has been subleased to not more than twosubtenants, for a term, including renewals, which shall expire not morethan three years after the expiration of the Term, the Tenant shall havethe right, at its option, to renew the Term for an additional period ofeither one, two or three years, so that the Term, as so renewed, shallexpire after the expiration of such subleases; provided, Tenant shallhave no further right to renew or extend the Term of the Lease. (ArticleIII.D.)

Base Rent

The Tenant is obligated to pay the annual base rent (“Base Rent”) inequal installments on the first day of each month during the Term,without any right of set-off or deduction whatsoever. The annual andmonthly Base Rent prescribed by the Lease during each year during theInitial Term and Renewal Terms is as follows:

Monthly Base Year ending December 31 Annual Base Rent Rent 1995-1999,inclusive $  932,650 $ 77,720.83 2000-2004, inclusive 1,072,54889,379.00 2005-2009, inclusive 1,233,430 102,785.00 First Renewal Term:2010-2014, 1,418,445 118,203.75 inclusive Second Renewal Term:2015-2019, 1,631,211 135,934.25 inclusive Net Lease

The Lease is a so-called “triple-net” lease—i.e., it is the intent ofLandlord and Tenant that the Lease will yield, net to Landlord, the BaseRent as above specified, and that all costs and expenses relating to thePremises shall be paid by the Tenant. (Article V.A.) Accordingly, inaddition to Base Rent, the Tenant shall pay to the Landlord asadditional rent (the “Additional Rent”), without right of reduction,set-off or abatement, all costs and expenses relating to the Premises,including taxes, utility expenses and costs of insurance, and repair andmaintenance expenses, all as more fully described below.

Taxes

Tenant has agreed to pay as Additional Rent, before any fine or costsmay be added for nonpayment, all real estate taxes, assessments, waterand sewer rents, rates and charges, ad valorem taxes, gross receiptstaxes, sales and use taxes, and other similar governmental charges whichmay at any time during the Term be assessed in respect of the Premisesand to furnish to Landlord official receipts or other satisfactory proofevidencing such payment. (Article VI.A.)

Repairs and Maintenance

Tenant is required, at its sole cost and expense, to keep the Premisesand all parts thereof, including without limitation, all sidewalks,curbs, parking areas, access ways and landscaped areas, in good order,repair and condition, whether interior or exterior, structural ornonstructural, ordinary or extraordinary, foreseen or unforeseen,including, without limitation, repair of all glass, utilities, conduits,fixtures, equipment, foundations, roofs, exterior and interior walls,heating and air conditioning systems, lighting fixtures, wiring,plumbing, sprinkler systems, paving, sidewalks, roads, parking areas,curbs, gutters and fences. The necessity for and adequacy of all repairsto be made to the Premises pursuant to the Lease shall be measured bythe standard which is appropriate for suburban office buildings in theKansas City metropolitan area of similar construction, class and age.(Article VII.A.)

If, during the last twelve months of the Term, Tenant is requiredpursuant to any applicable legal requirement to make structural repairsor alterations to the Premises (a “Mandated Repair”), then in such caseif a Mandated Repair must be completed prior to the expiration of theTerm, Tenant shall be responsible for completing the Mandated Repair atits sole cost and expense. If, however, a Mandated Repair may becompleted over a period of time which extends beyond the expiration ofthe Term, but work on such Mandated Repair must be commenced prior tothe expiration of the Term, then in such event Tenant is required tocommence the work on the Mandated Repair and is obligated to pay thatportion of the work which is equal to the result obtained by pro ratingthe total cost of the Mandated Repair over the period of time duringwhich such Mandated Repair may or must be completed and allocating toTenant the amount allocable to the balance of the Term. (Article VII.C.)

Utilities and Services

Landlord is not required to furnish any utilities or services to Tenant.Tenant is responsible for the procurement of and payment for all chargesfor electricity, power, gas, steam, water, telephone and other utilitiesand services, including without limitation, cleaning and maintenanceservices used in connection with the Premises. (Article XI).

Insurance

Tenant shall maintain at all times, at its sole cost and expense,insurance coverage as follows:

1. All-risk property insurance for the full replacement cost of theProperty (with a deductible of not more than $25,000);

2. Commercial general public liability insurance against claims forbodily injury, death or property damage occurring on or about thePremises in a single limit amount of $10,000,000 with respect to bodilyinjury or death arising out of any one accident or occurrence;

3. Boiler and machinery insurance in the amount of at least $1,000,000(with a dedUctible of not more than $10,000);

4. Worker's compensation insurance to the extent required by law;

5. During any period of construction with respect to the Building,builders' risk insurance on a completed value basis for the total costof any alterations;

6. If and to the extent such insurance is commonly obtained by prudentowners of suburban office buildings in the Kansas City metropolitanarea, environmental impairment insurance in such amounts as are commonlyobtained by such prudent owners. Notwithstanding the foregoing, Tenantshall not be required to carry such environmental impairment insuranceso long as its net worth exceeds Tenant's Minimum Net Worth (as defined)(and further provided that, to the extent that Tenant is required tocarry such insurance because its net worth is equal to or less thanTenant's Minimum Net Worth, Tenant may maintain a deductible withrespect to such insurance of not more than 5% of its net worth);

7. Such other insurance in such amounts as are commonly obtained at thetime in question by prudent owners of suburban office buildings in theKansas City metropolitan area.

For purposes of the foregoing paragraph (6), “Tenant's Minimum NetWorth” is an amount equal to the greater of (i) $50,000,000 or (ii) theproduct of (1) 50 times (2) the Base Rent and taxes with respect to thePremises payable by the Tenant in the then-current calendar year. Allinsurance maintained by Tenant with respect to the Premises must nameLandlord as an additional insured as its interest may appear. Inaddition, at the request of Landlord, but not more than once every threeyears, Tenant at Tenant's sole cost and expense shall increase thelimits of liability on any of the insurance policies Tenant is otherwiserequired to maintain to such greater amounts as Landlord shallreasonably request. (Article XII)

All proceeds of insurance maintained by Tenant under the Lease shall bepayable to and administered by the Trustee under the terms of the TrustAgreement.

Fire and Other Casualty

In the event of damage or destruction during the second to last year ofthe Term (the repair and restoration of which would cost in excess of75% of the replacement value of the Premises) or in the event of damageor destruction during the last year of the Term (the repair andrestoration of which would cost in excess of 25% of the replacementvalue of the Premises), then in each such event, Landlord or Tenant,upon 30 days' written notice to the other, may terminate the Lease,provided that any and all insurance proceeds in such case received byTenant are required to be paid to and assigned to Landlord. (ArticleXIV.B.)

Condemnation

Tenant has irrevocably assigned to Landlord any award or payment towhich Tenant may be or become entitled by reason of any taking of thePremises or any part thereof by condemnation or other eminent domainproceedings pursuant to any law, general or special, by any governmentalauthority, civil or military. Notwithstanding the foregoing, Tenantshall have the right to any award or payment on account of Tenant'strade fixtures, equipment and moving expenses, to the extent Tenantshall have a right to make a separate claim therefor against theappropriate governmental authority. (Article XV.A.)

If all or substantially all of the Property shall be taken bycondemnation or other eminent domain proceedings, then the Lease shallterminate on the day preceding the date of the vesting of title to thePremises or portion thereof in the condemning authority, and Base Rentand Additional Rent shall be paid to the date of such termination.(Article XV.B.)

If condemnation shall effect at least 50% of the Premises and, inTenant's reasonable judgment, shall render the Premises unsuitable forrestoration for continued use and occupancy, then Tenant shall, notlater than 30 days after such condemnation, deliver to Landlord (i)notice of its intention to terminate the Lease on the next rentalpayment date which occurs not less than 90 days after the delivery ofsuch notice (the “Condemnation Termination Date”), (ii) a certificate ofan authorized officer of the Tenant describing the event giving rise tosuch termination and (iii) an irrevocable offer by Tenant to Landlord topurchase on the Condemnation Termination Date (a) any remaining portionof the Premises and (b) the right to receive the net proceeds, if any,payable in connection with such condemnation, at a price equal to tentimes the then annual Base Rent. If Landlord shall reject such offer bynotice given to Tenant not later than 15 days prior to the CondemnationTermination Date, the Lease shall terminate on the CondemnationTermination Date upon payment by Tenant of all Base Rent, AdditionalRent and other sums then due and payable to and including theCondemnation Termination Date. (Article XV.C.)

If less than 50% of the Premises shall be taken by condemnation or othereminent domain proceedings pursuant to any law, general or special, orthe use or occupancy of the Premises or any part thereof shall betemporarily requisitioned by any governmental authority, civil ormilitary, then the Lease shall continue in full force and effect withoutabatement or reduction of Base Rent, Additional Rent or other sumspayable by Tenant. In such event, Tenant is obligated after such takingor requisition, at its sole cost and expense, to repair any damagecaused by any such taking or requisition in conformity with theprovisions in the Lease governing the making of alterations to thePremises. (Article XV.E.)

Assignment and Subletting

Tenant shall have the right to assign the Lease (in whole, but not inpart) or to sublet the premises (in whole or in part) without theconsent of Landlord, provided that in the case of a subletting, nosubletting shall be for a term ending later than one day prior to theexpiration date of the Term. No assignment shall be deemed a waiver ofany agreement, term, covenant or condition of the Lease or a release ofTenant from the performance or further performance by Tenant of theagreements, terms, convenants, conditions of the Lease, and Tenant shallcontinue to be primarily liable under the Lease in accordance with itsterms. (Article XVI.A.)

The merger or consolidation or sale of substantially all the assets ofTenant shall be deemed to be an assignment of the Lease. However, itshall be a condition precedent to the merger of Tenant into anothercorporation or the consolidation of the Tenant with one or more othercorporations, that the surviving entity shall (i) have a minimum networth at least equal to the net worth of Tenant immediately prior tosuch merger or consolidation, (ii) deliver to Landlord a certifiedfinancial statement evidencing satisfaction of the requirement set forthin the foregoing clause (i), and (iii) deliver to Landlord anacknowledged instrument in recordable form assuming all obligations,covenants and responsibilities of Tenant under the Lease. (ArticleXVI.E.)

Environmental Matters

Tenant has agreed not to use, manufacture, store, dispose or sell anysubstance or material (collectively, “Hazardous Materials”) identifiedto be toxic, or hazardous according to any applicable federal, state orlocal statute, law, rule or regulation relating to regulation or controlof toxic or hazardous substances or materials (“Environmental Laws”). Iftenant receives any written notice of any event involving the use,spill, discharge, dumping or clean-up of any Hazardous Material in at orabout the Premises or into the sewer, septic system or waste treatmentservicing the Premises (any such event being hereinafter referred to asa “Hazardous Discharge”) or any complaint, order, citation or noticewith regard to such Hazardous Discharge, then in such event Tenant shallgive immediate oral and written notice of same to Landlord.

For purposes of the Lease, the following event constitutes an Event ofDefault:

If the Environmental Protection Agency, or any other local, state orfederal agency asserts or creates a lien upon any or all the Premises byreason of (a) the presence of Hazardous Materials in, on, under, at orabout the Premises, (b) the occurrence of a Hazardous Discharge, (c) anenvironmental complaint, or (d) any violation of any environmental lawor otherwise; or if the EPA or any other local, state or federal agencyasserts a written claim against Tenant, the Premises or Landlord fordamages or clean-up costs related to the presence of HazardousMaterials, a Hazardous Discharge or an environmental complaint on orpertaining to the Premises; provided, however, such claim or lien shallnot constitute a default if, within ten days after Tenant receiveswritten notice of such lien or claim:

(a) Tenant shall commence and shall thereafter pursue with due diligenceeither (i) the cure or correction of the event which constitutes thebasis for the claim of lien and continues with due diligence to pursuesuch cure or correction to completion or (ii) proceedings for aninjunction, restraining order or other appropriate proceedings arebrought by Tenant with due diligence seeking relief of the matter givingrise to the claim and the relief thereby obtained is not thereafterreversed on appeal; and

(b) In either of the foregoing events, Tenant shall have posted a bond,letter of credit or other security required by law satisfactory in form,substance and amount to the agency or entity asserting the claim tosecure the proper and complete cure or correction of the event whichconstitutes the basis for the claim.

Tenant has agreed to defend, indemnify and hold Landlord harmless fromand against any and all claims (including, without limitation), wrongfuldeath actions and third-party claims (but excluding claims forconsequential damages) arising directly or indirectly from the presenceof any Hazardous Material in, on, under, at or about the Premises or anyHazardous Discharge in, on, under, at or about the Premises, or anyenvironmental complaint. (Article XIII.)

Alterations

Tenant, at its sole cost and expense, may make alterations or additionsor other improvements to the Premises or any part thereof, provided thatany alterations or additions (i) shall not reduce the fair market valueof the Premises below its value immediately before such alteration orimpair the usefulness or structural integrity of the Building or changethe use thereof; (ii) shall not reduce the gross leasable area of thePremises, (iii) are effected in good and workmanlike manner in a safeand careful fashion in compliance with all applicable legal requirementsand (iv) are fully paid for by the Tenant. (Article VIII.)

Covenant Against Liens

Tenant shall not permit any mechanics' or similar liens for labor ormaterials furnished to the Premises during the Term to be filed againstthe Premises or any part thereof and, if such lien shall be filed,Tenant shall either pay the same or procure the discharge thereof in anymanner permitted by law within 30 days after such filing. Tenant shallindemnify Landlord and save Landlord harmless from and against any andall loss, damage, claims, liabilities, judgments, costs and expensesarising out of the filing of any such lien. (Article X.)

Default Provisions; Landlord's Remedies

The occurrence of any of the following events constitutes an event ofdefault (an “Event of Default”) under the Lease:

1. Tenant's failure to pay any Base Rent, Additional Rent or any othersum required to be paid pursuant to the Lease, and such failure shallcontinue for 10 days after notice to Tenant of such failure;

2. The occurrence of an Event of Default described under “EnvironmentalMatters” above;

3. Tenant's failure to observe or perform any other provision of theLease and such failure shall continue for 30 days after notice to Tenantof such failure;

4. If Tenant shall make an assignment for the benefit of creditors, orshall file a voluntary petition under any bankruptcy or insolvency lawor an involuntary petition alleging any act of bankruptcy or insolvencyshall be filed against Tenant, and the occurrence of certain otherbankruptcy-related events, and in such case such events shall occur andcontinue without the acquiescence of Tenant for a period of 90 days;

5. The occurrence of any event or contingency whereby the Lease or theestate thereby created or the unexpired balance of the Lease Term would,by operation of law or otherwise, devolve upon pass to any person, firmor corporation, except as expressly permitted in the Lease; or

6. If Tenant shall abandon all of the Demised Premises by vacating thepremises and failing to (i) maintain the premises, (ii) make all repairsthereto, (iii) maintain security and/or (iv) comply with all the terms,covenants and provisions thereof for a period in excess of 30 days.

If an Event of Default shall have occurred and be continuing, Landlordshall have the right to give Tenant a five-day notice of Landlord'stermination of the Lease. Upon expiration of such five-day period, theLease and the estate thereby granted shall expire and terminate, and allrights of Tenant under the Lease shall expire and terminate, but Tenantshall remain liable under the Lease as hereinafter provided. (ArticleXVIII.B)

Upon the occurrence of an Event of Default, Landlord shall have thefollowing additional rights and remedies:

1. Landlord shall have the right to reenter the Premises, to dispossessTenant by a summary proceeding or other appropriate suit and, atTenant's expense, to remove, for the sole benefit of Landlord, Tenant'seffects and to hold the Premises and the right to receive all rental andother income of and from the Premises;

2. In the case of any such reentry termination and/or disposition theBase Rent, Additional Rent and any other sums payable by Tenant underthe Lease shall become immediately due and be paid up to the time ofsuch reentry, disposition and/or termination, together with suchreasonable expenses as Landlord may incur for legal expenses, attorneys'fees and disbursements; Landlord may relet the premises or any part orparts thereof for a term or terms which may at Landlord's option be lessthan or exceed the period which would otherwise have constituted thebalance of the Term;

3. Tenant shall also pay to Landlord as liquidated damages an amountequal to the Liquidated Damages Amount hereinafter set forth; and

4. Landlord shall have the right to invoke any remedy allowed at law orin equity as if reentry, summary proceedings and other remedies were notprovided for in the Lease.

In the event of any termination of the Lease or in the event thatLandlord shall reenter the premises as above described, Tenant will payto Landlord as liquidated damages, at the election of Landlord; either:

(i) A sum equal to the excess, if any, discounted at 8% per annum, of(x) the full amount of Rent reserved under the Lease for the balance ofthe unexpired portion of the Initial Term, or a Renewal Term, asapplicable, and the Additional Rent and other charges or sums payable byTenant hereunder which would have been payable had the Lease not soterminated, over (y) the aggregate rental value of the Premises for thesame period considered on a net rental basis, such sum to be immediatelydue in full upon such termination or reentry; or

(ii) a sum which is equal to the aggregate of the Base Rent reservedunder the Lease for the balance of the unexpired portion of the InitialTerm or Renewal Term, as applicable, and the Additional Rent and othercharges or sums payable by Tenant thereunder which would have beenpayable by Tenant had the Lease not so terminated, or had Landlord notso reentered the Premises, payable upon the due dates specified in theLease following such termination or such reentry and until the date forthe expiration of the Initial Term or such Renewal Term, as applicable,as provided herein. (Article XVIII.E.)

EXHIBIT E KANSAS CITY LIFE INSURANCE COMPANY—ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED DEC. 31, 1994

What is claimed is:
 1. A method for making financial documentationhaving a computed market-based valuation for at least one componenttemporally decomposed from property, the method including: controlling adigital electrical computer processor to manipulate electrical signalsto make a document corresponding to one of at least two componentstemporally decomposed from property in separating term and remainderinterests for the property and in accordance with terms in the document,and the document is made by steps including storing electrical signalsrepresenting some corresponding text in memory accessed by the computerand printing the document at a printer device operably connected to thecomputer; and inserting a corresponding computed market-based valuation,including taxation, said term interest not consisting of a lease, on thedocument to make the financial documentation having the computedmarket-based valuation.
 2. The method of claim 1, further includingcontrolling the digital electrical computer processor to manipulateelectrical signals to make a second document corresponding to a secondof the at least two components temporally decomposed from property inseparating term and remainder interests, the second document being madeby steps including storing electrical signals representing correspondingtext in memory accessed by the computer and printing the document at aprinter device operably connected to the computer; and inserting acorresponding computed market-based valuation, including taxation, onthe second document to make the second financial documentation havingthe computed market-based valuation.
 3. The method of claim 1, whereinthe step of storing electrical signals representing some correspondingtext in memory includes creating a model document representation as onetext file, the model document representation including an estate foryears document.
 4. The method of claim 1, wherein the step of storingelectrical signals representing some corresponding text in memoryincludes creating a model document representation as one text file, themodel document representation including a remainder component document.5. The method of claim 1, wherein the step of storing electrical signalsrepresenting some corresponding text in memory includes creating a modeldocument representation as one text file, the model documentrepresentation including a disclosure document for securities lawpurposes.
 6. The method of claim 1, wherein the step of storingelectrical signals representing some corresponding text in memoryincludes creating a model document representation as one text file, themodel document representation including a document necessary forsecuritizing the component.
 7. The method of claim 1, wherein the stepof controlling is carried out with the document being a document for thesecuritization of the at least one term interest.
 8. The method of claim7, wherein the term interest has a term, and further including a step ofcomputing an amortization of the valuation over the term for taxpurposes.
 9. The method of claim 1, wherein the step of controlling iscarried out with the document being an organizational document for anentity for the at least one term interest.
 10. The method of claim 9,wherein the term interest has a term, and further including a step ofcomputing an amortization of the valuation over the term for taxpurposes.
 11. The method of claim 2, wherein the step of controlling iscarried out with the document and the second document correspondingrespectively to a document for the at least one term interest as alimited liability component and to a document for the at least oneremainder interest as a limited liability component.
 12. The method ofclaim 11, wherein the step of controlling is carried out with the terminterest having a term, and further including a step of computing anamortization of the valuation for the term interest over the term fortax purposes.
 13. The method of claim 2, further including an entity forthe at least one term interest component and a second entity for the atleast one remainder interest; and wherein the documents areorganizational documents for the respective entities.
 14. The method ofclaim 13, wherein the step of controlling is carried out with the terminterest having a term, and further including a step of computing anamortization of the valuation for the term interest over the term fortax purposes.
 15. The method of claim 2, wherein the step of controllingis carried out with the document and the second document correspondingto a respective component securitization.
 16. The method of claim 1,wherein the step of controlling is carried out with the document being adocument corresponding to an investment-grade fixed-income asset. 17.The method of claim 2, wherein the step of controlling is carried outwith the document being a document corresponding to an investment-gradefixed-income asset.
 18. The method of claim 7, wherein the step ofcontrolling is carried out with the document being a documentcorresponding to an investment-grade fixed-income asset.
 19. The methodof claim 8, wherein the step of controlling is carried out with thedocument being a document corresponding to an investment-gradefixed-income asset.
 20. The method of claim 9, wherein the step ofcontrolling is carried out with the document being a documentcorresponding to an investment-grade fixed-income asset.
 21. The methodof claim 10, wherein the step of controlling is carried out with thedocument being a document corresponding to an investment-gradefixed-income asset.
 22. The method of claim 11, wherein the step ofcontrolling is carried out with the document being a documentcorresponding to an investment-grade fixed-income asset.
 23. The methodof claim 12, wherein the step of controlling is carried out with thedocument being a document corresponding to an investment-gradefixed-income asset.
 24. The method of claim 13, wherein the step ofcontrolling is carried out with the document being a documentcorresponding to an investment-grade fixed-income asset.
 25. The methodof claim 14, wherein the step of controlling is carried out with thedocument being a document corresponding to an investment-gradefixed-income asset.
 26. The method of claim 15, wherein the step ofcontrolling is carried out with the document being a documentcorresponding to an investment-grade fixed-income asset.
 27. A methodfor making financial documentation having a computed market-basedvaluation for at least one component temporally decomposed from propertyby controlling a digital electrical computer processor to manipulateelectrical signals to make a financial document corresponding to one ofat least two components temporally decomposed from property inseparating term and remainder interests for the property and inaccordance with terms in the document, the financial document being madeby steps including: storing electrical signals representing somecorresponding text in memory accessed by the computer and printing thefinancial document at a printer device operably connected to thecomputer and inserting a corresponding computed market-based valuation,including taxation, on the financial document to make the combinedfinancial documentation having the computed market-based valuation aspart of a financial analysis output, the method including the steps of:receiving at least some of the financial analysis output as input to asecond digital electrical computer having a programmed processor;storing the at least some of the financial output in memory accessibleto the programmed processor; and generating a further document includingthe at least some of the financial output at an output deviceelectrically connected to said second digital electrical computer.
 28. Amethod for making financial documentation having a computed market-basedvaluation for at least one component from property, the financialdocumentation being made by steps including: controlling a digitalelectrical computer processor to manipulate electrical signals computinga market-based valuation for the at least one component from property,wherein the property is from a group consisting of a tax-exempt securityand a portfolio of tax-exempt securities, the market-based valuationreflecting at least one from a group consisting of expected returnsunder performance scenarios, price, and quantitative descriptions ofrisk, as part of a financial analysis output; electronicallycommunicating at least some of the financial analysis output as input toa second digital electrical computer having a programmed processor, thesecond digital electrical computer storing the at least some of thefinancial output in memory accessible to the programmed processor andstoring electrical signals representing some corresponding text inmemory accessed by the second digital electrical computer; generating asecond market-based valuation reflecting computation of a currentmarket-based yield/discount rate for the component; and generating adocument including the second market-based valuation and the stored textat an output device electrically connected to said second digitalelectrical computer.
 29. A method for making financial documentationhaving a computed market-based valuation for at least one component fromproperty, the financial documentation being made by steps including:controlling a digital electrical computer processor to manipulateelectrical signals computing a market-based valuation for the at leastone component from property not including any securities, themarket-based valuation reflecting at least one from a group consistingof expected returns under performance scenarios, price, and quantitativedescriptions of risk, as part of a financial analysis output;electronically communicating at least some of the financial analysisoutput as input to a second digital electrical computer having aprogrammed processor, the second digital electrical computer storing theat least some of the financial output in memory accessible to theprogrammed processor and storing electrical signals representing somecorresponding text in memory accessed by the second digital electricalcomputer; generating a second market-based valuation for the component;and generating a document including the second market-based valuationand the stored text at an output device electrically connected to saidsecond digital electrical computer.
 30. A method for making financialdocumentation having a computed market-based valuation for at least onecomponent from property, the financial documentation being made by stepsincluding: controlling a digital electrical computer processor tomanipulate electrical signals computing a market-based valuation for theat least one component from property, wherein the property is from agroup consisting of a fixed-income asset and a portfolio of fixed-incomeassets, the market-based valuation reflecting at least one from a groupconsisting of expected returns under performance scenarios, price, andquantitative descriptions of risk, as part of a financial analysisoutput; electronically communicating at least some of the financialanalysis output as input to a second digital electrical computer havinga programmed processor, the second digital electrical computer storingthe at least some of the financial analysis output in memory accessibleto the programmed processor and storing electrical signals representingsome corresponding text in memory accessed by the second digitalelectrical computer; generating a second market-based valuationreflecting computation of a current market-based yield/discount rate forthe component; and generating a document including the secondmarket-based valuation and the stored text at an output deviceelectrically connected to said second digital electrical computer. 31.The method of claim 30, wherein the step of controlling includescontrolling the digital electrical computer processor to manipulate theelectrical signals generating the market-based valuation for at leastone security for corporate debt as the component.
 32. A method formaking financial documentation having a computed market-based valuationfor at least one component from property, the financial documentationbeing made by steps including: controlling a digital electrical computerprocessor to manipulate electrical signals computing a market-basedvaluation for the at least one component from property, wherein theproperty is a fixed-income asset, the market-based valuation reflectingat least one from a group consisting of expected returns underperformance scenarios, price, and quantitative descriptions of risk, aspart of a financial analysis output; electronically communicating atleast some of the financial analysis output as input to a second digitalelectrical computer having a programmed processor, the second digitalelectrical computer storing the at least some of the financial analysisoutput in memory accessible to the programmed processor and storingelectrical signals representing some corresponding text in memoryaccessed by the second digital electrical computer; generating a secondmarket-based valuation reflecting computation of a current market-basedyield/discount rate for the component; and generating a documentincluding the second market-based valuation and the stored text at anoutput device electrically connected to said second digital electricalcomputer.
 33. The method of claim 32, wherein the step of controllingincludes controlling the digital electrical computer processor tomanipulate the electrical signals generating the market-based valuationfor corporate debt as the fixed-income asset.
 34. A method forgenerating financial analysis output having a computed market-basedvaluation for at least one component temporally decomposed fromproperty, the method including: converting input data, representing oneof at least two components temporally decomposed from property, thecomponents including at least one estate for years interest and at atleast one remainder interest, said estate for years not consisting of alease, into input digital electrical signals representing the inputdata; providing a digital electrical computer controlled by a processorelectrically connected to receive said input digital electrical signalsand electrically connected to an output means; and controlling thedigital electrical computer processor to manipulate said input digitalelectrical signals to generate a market-based valuation, includingtaxation, in generating the financial analysis output at said outputmeans.
 35. The method of claim 34, wherein the controlling is carriedout using the estate for years interest in the step of generating thefinancial analysis output.
 36. The method of claim 34, wherein thecontrolling is carried out using the remainder interest in the step ofgenerating the financial analysis output.
 37. The method of claim 34,further including the step of using the market-based valuation insubsequent processing including generating an insurance premium.
 38. Themethod of claim 34, wherein the step of generating the financialanalysis output at said output means includes generating the financialanalysis output in carrying out securities law compliance.
 39. Themethod of claim 34, wherein the step of generating the financialanalysis output at said output means includes generating the financialanalysis output in carrying out securities law compliance for the atleast one estate for years interest.
 40. The method of claim 34, whereinthe step of generating the financial analysis output at said outputmeans includes generating the financial analysis output in carrying outsecurities law compliance for the at least one remainder interest. 41.The method of claim 34, wherein the step of generating the financialanalysis output at said output means includes generating the financialanalysis output corresponding to an investment-grade fixed-income asset.42. The method of claim 34, wherein the step of generating the financialanalysis output at said output means includes generating the financialanalysis output corresponding to a ratable fixed-income asset.
 43. Themethod of claim 34, wherein the estate for years interest has a term,and further including a step of computing an amortization of thevaluation over the term for tax purposes.
 44. The method of claim 34,wherein the step of controlling is carried out with the propertycorresponding to real estate.
 45. The method of claim 35, wherein thestep of controlling is carried out with the property corresponding toreal estate.
 46. The method of claim 36, wherein the step of controllingis carried out with the property corresponding to real estate.
 47. Themethod of claim 37, wherein the step of controlling is carried out withthe property corresponding to real estate.
 48. The method of claim 38,wherein the step of controlling is carried out with the propertycorresponding to real estate.
 49. The method of claim 39, wherein thestep of controlling is carried out with the property corresponding toreal estate.
 50. The method of claim 40, wherein the step of controllingis carried out with the property corresponding to real estate.
 51. Themethod of claim 41, wherein the step of controlling is carried out withthe property corresponding to real estate.
 52. The method of claim 42,wherein the step of controlling is carried out with the propertycorresponding to real estate.
 53. The method of claim 43, wherein thestep of controlling is carried out with the property corresponding toreal estate.
 54. The method of claim 34, wherein the step of controllingis carried out with the property corresponding to tangible personalproperty.
 55. The method of claim 35, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 56. The method of claim 36, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 57. The method of claim 37, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 58. The method of claim 38, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 59. The method of claim 39, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 60. The method of claim 40, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 61. The method of claim 41, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 62. The method of claim 42, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 63. The method of claim 43, wherein the step of controlling iscarried out with the property corresponding to tangible personalproperty.
 64. The method of claim 34, wherein the step of controlling iscarried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 65. The method of claim 35, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 66. The method of claim 36, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 67. The method of claim 37, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 68. The method of claim 38, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 69. The method of claim 39, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 70. The method of claim 40, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 71. The method of claim 41, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 72. The method of claim 42, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 73. The method of claim 43, wherein the step of controllingis carried out with the property corresponding to one from a groupconsisting of a tax-exempt security and a portfolio of tax-exemptsecurities.
 74. A method for making financial analysis output responsiveto a market-based valuation for at least one component temporallydecomposed from property, the method including: converting input data,representing a market-based valuation of one of at least two componentstemporally decomposed from property, the components including an estatefor years interest and a remainder interest, said estate for years notconsisting of a lease, the valuation including taxation, into inputdigital electrical signals representing the input data at an inputmeans; providing a digital electrical computer controlled by a processorelectrically connected to receive said input digital electrical signalsand electrically connected to an output means; and controlling theprocessor to manipulate said input digital electrical signals ingenerating financial analysis output at said output means, saidfinancial analysis output forming input for further financial analysisoutput including a tax schedule.
 75. The method of claim 74, wherein thecontrolling is carried out using the estate for years interest in thestep of generating the financial analysis output.
 76. The method ofclaim 74, wherein the controlling is carried out using the remainderinterest in the step of generating the financial analysis output. 77.The method of claim 74, wherein the step of generating the financialanalysis output at said output means includes generating the financialanalysis output corresponding to an investment-grade fixed-income asset.78. The method of claim 74, wherein the step of generating the financialanalysis output at said output means includes generating the financialanalysis output corresponding to a ratable fixed-income asset.
 79. Themethod of claim 74, wherein the step of controlling is carried out withthe property corresponding to real estate.
 80. The method of claim 75,wherein the step of controlling is carried out with the propertycorresponding to real estate.
 81. The method of claim 76, wherein thestep of controlling is carried out with the property corresponding toreal estate.
 82. The method of claim 77, wherein the step of controllingis carried out with the property corresponding to real estate.
 83. Themethod of claim 78, wherein the step of controlling is carried out withthe property corresponding to real estate.
 84. The method of claim 74,wherein the step of controlling is carried out with the propertycorresponding to tangible personal property.
 85. The method of claim 75,wherein the step of controlling is carried out with the propertycorresponding to tangible personal property.
 86. The method of claim 76,wherein the step of controlling is carried out with the propertycorresponding to tangible personal property.
 87. The method of claim 77,wherein the step of controlling is carried out with the propertycorresponding to tangible personal property.
 88. The method of claim 78,wherein the step of controlling is carried out with the propertycorresponding to tangible personal property.
 89. The method of claim 74,wherein the step of controlling is carried out with the propertycorresponding to one from a group consisting of a tax-exempt securityand a portfolio of tax-exempt securities.
 90. The method of claim 75,wherein the step of controlling is carried out with the propertycorresponding to one from a group consisting of a tax-exempt securityand a portfolio of tax-exempt securities.
 91. The method of claim 76,wherein the step of controlling is carried out with the propertycorresponding to one from a group consisting of a tax-exempt securityand a portfolio of tax-exempt securities.
 92. The method of claim 77,wherein the step of controlling is carried out with the propertycorresponding to one from a group consisting of a tax-exempt securityand a portfolio of tax-exempt securities.
 93. The method of claim 78,wherein the step of controlling is carried out with the propertycorresponding to one from a group consisting of a tax-exempt securityand a portfolio of tax-exempt securities.
 94. A method for makingfurther financial analysis output, the method including the steps of:computing a market-based valuation for at least one component temporallydecomposed from property by controlling a digital electrical computerprocessor to manipulate electrical signals in generating financialanalysis output in separating estate for years and remainder interestsfor the property, said estate for years not consisting of a lease, thecomputed market-based valuation including taxation; receiving at leastsome of the financial analysis output as input to a second digitalelectrical computer having a programmed processor; and generatingfurther financial analysis output at an output means electricallyconnected to said second digital electrical computer.
 95. A method formaking financial analysis output having a computed market-basedvaluation for at least one component from property, the financialanalysis output being made by steps including: controlling a digitalelectrical computer processor to manipulate electrical signalsgenerating a market-based valuation for the at least one component fromproperty, wherein the property is from a group consisting of atax-exempt security and a portfolio of tax-exempt securities, themarket-based valuation reflecting at least one from a group consistingof expected returns under a performance scenario, a price, and aquantitative description of risk, as part of a financial analysisoutput; electronically communicating at least some of the financialanalysis output as input to a second digital electrical computer havinga second programmed processor, the second digital electrical computerstoring the at least some of the financial analysis output in memoryaccessible to the second programmed processor; second generating asecond market-based valuation reflecting computation of a currentmarket-based yield/discount rate for the component; and secondgenerating a second financial analysis output, including the secondmarket-based valuation, at an output means electrically connected tosaid second digital electrical computer.
 96. A method for makingfinancial analysis output including a computed market-based valuationfor at least one component from property, the method including the stepsof: controlling a digital electrical computer processor to manipulateelectrical signals generating a market-based valuation for the at leastone component from property not including any securities, themarket-based valuation reflecting at least one from a group consistingof expected returns under a performance scenario, a price, and aquantitative description of risk, as part of a financial analysisoutput; electronically communicating at least some of the financialanalysis output as input to a second digital electrical computer havinga programmed processor, the second digital electrical computer storingthe at least some of the financial analysis output in memory accessibleto the programmed processor corresponding to the second digitalelectrical computer; second generating a second market-based valuationfor the component; and second generating financial analysis output,including the second market-based valuation, at an output deviceelectrically connected to said second digital electrical computer.
 97. Amethod for making financial analysis output having a computedmarket-based valuation for at least one component from property, thefinancial analysis output being made by steps including: controlling adigital electrical computer processor to manipulate electrical signalsgenerating a market-based valuation for the at least one component fromproperty, wherein the property is from a group consisting of afixed-income asset and a portfolio of fixed-income assets, themarket-based valuation reflecting at least one from a group consistingof expected returns under a performance scenario, a price, and aquantitative description of risk, as part of a financial analysisoutput; electronically communicating at least some of the financialanalysis output as input to a second digital electrical computer havinga second programmed processor, the second digital electrical computerstoring the at least some of the financial analysis output in memoryaccessible to the second programmed processor; second generating asecond market-based valuation reflecting computation of a currentmarket-based yield/discount rate for the component; and secondgenerating a second financial analysis output, including the secondmarket-based valuation, at an output means electrically connected tosaid second digital electrical computer.
 98. The method of claim 97,wherein the step of controlling includes controlling the digitalelectrical computer processor to manipulate the electrical signalsgenerating the market-based valuation for at least one security forcorporate debt as the component.
 99. A method for making financialanalysis output having a computed market-based valuation for at leastone component from property, the financial analysis output being made bysteps including: controlling a digital electrical computer processor tomanipulate electrical signals generating a market-based valuation forthe at least one component from property wherein the property is afixed-income asset, the market-based valuation reflecting at least onefrom a group consisting of expected returns under a performancescenario, a price, and a quantitative description of risk, as part of afinancial analysis output; electronically communicating at least some ofthe financial analysis output as input to a second digital electricalcomputer having a second programmed processor, the second digitalelectrical computer storing the at least some of the financial analysisoutput in memory accessible to the second programmed processor; secondgenerating a second market-based valuation reflecting computation of acurrent market-based yield/discount rate for the component; and secondgenerating a second financial analysis output, including the secondmarket-based valuation, at an output means electrically connected tosaid second digital electrical computer.
 100. The method of claim 99,wherein the step of controlling includes controlling the digitalelectrical computer processor to manipulate the electrical signalsgenerating the market-based valuation for corporate debt as thefixed-income asset.
 101. A method for making financial analysis outputhaving a system-determined purchase price for at least one componentfrom property in consummating a sale, the financial analysis outputbeing made by steps including: converting input data, representing atleast one component from property, wherein the property is afixed-income asset, into input digital electrical signals representingthe input data; providing a digital electrical computer systemcontrolled by a processor electrically connected to receive said inputdigital electrical signals and electrically connected to an outputmeans; controlling a digital electrical computer processor to manipulateelectrical signals to compute a system-determined purchase price for theat least one component from property in consummating a sale andcorresponding purchase of the component; and generating the financialanalysis output at said output means.
 102. The method of claim 101,wherein the step of controlling includes controlling the digitalelectrical computer processor to manipulate the electrical signalsgenerating the system-determined purchase price for corporate debt asthe fixed-income asset.
 103. A method for making financial analysisoutput having a system-determined purchase price for at least onecomponent from property in consummating a sale, the financial analysisoutput being made by steps including: converting input data,representing at least one component from property, wherein the propertyincludes a tax-exempt security, into input digital electrical signalsrepresenting the input data; providing a digital electrical computersystem controlled by a processor electrically connected to receive saidinput digital electrical signals and electrically connected to an outputmeans; controlling a digital electrical computer processor to manipulateelectrical signals to compute a system-determined purchase price for theat least one component from property in consummating a sale andcorresponding purchase of the component; and generating the financialanalysis output at said output means.
 104. A method for generatingfinancial analysis output having a computed market-based valuation foreach of two of at least two components temporally decomposed fromproperty, the method including: converting input data, representing twoof at least two components temporally decomposed from property, thecomponents including an estate for years interest and a remainderinterest, said estate for years not consisting of a lease, into inputdigital electrical signals representing the input data; providing adigital electrical computer controlled by a processor electricallyconnected to receive said input digital electrical signals andelectrically connected to an output means; and controlling the digitalelectrical computer processor to manipulate said input digitalelectrical signals to generate a respective market-based valuation ingenerating the financial analysis output at said output means.
 105. Themethod of claim 104, further including the step of using themarket-based valuation in subsequent processing including generating aninsurance premium.
 106. The method of claim 104, wherein the step ofgenerating the financial analysis output at said output means includesgenerating the financial analysis output in carrying out securities lawcompliance.
 107. The method of claim 104, wherein the estate for yearsinterest has a term, and further including a step of computing anamortization of the valuation over the term for tax purposes.
 108. Themethod of claim 104, wherein the step of generating the financialanalysis output at said output means includes generating the financialanalysis output corresponding to an investment-grade fixed-income asset.109. The method of claim 104, wherein the step of generating thefinancial analysis output at said output means includes generating thefinancial analysis output corresponding to a ratable fixed-income asset.110. The method of claim 104, wherein the step of controlling is carriedout with the property corresponding to real estate.
 111. The method ofclaim 105, wherein the step of controlling is carried out with theproperty corresponding to real estate.
 112. The method of claim 106,wherein the step of controlling is carried out with the propertycorresponding to real estate.
 113. The method of claim 107, wherein thestep of controlling is carried out with the property corresponding toreal estate.
 114. The method of claim 108, wherein the step ofcontrolling is carried out with the property corresponding to realestate.
 115. The method of claim 109, wherein the step of controlling iscarried out with the property corresponding to real estate.
 116. Themethod of claim 104, wherein the step of controlling is carried out withthe property corresponding to tangible personal property.
 117. Themethod of claim 105, wherein the step of controlling is carried out withthe property corresponding to tangible personal property.
 118. Themethod of claim 106, wherein the step of controlling is carried out withthe property corresponding to tangible personal property.
 119. Themethod of claim 107, wherein the step of controlling is carried out withthe property corresponding to tangible personal property.
 120. Themethod of claim 108, wherein the step of controlling is carried out withthe property corresponding to tangible personal property.
 121. Themethod of claim 109, wherein the step of controlling is carried out withthe property corresponding to tangible personal property.
 122. Themethod of claim 104, wherein the step of controlling is carried out withthe property corresponding to one from a group consisting of atax-exempt security and a portfolio of tax-exempt securities.
 123. Themethod of claim 105, wherein the step of controlling is carried out withthe property corresponding to one from a group consisting of atax-exempt security and a portfolio of tax-exempt securities.
 124. Themethod of claim 106, wherein the step of controlling is carried out withthe property corresponding to one from a group consisting of atax-exempt security and a portfolio of tax-exempt securities.
 125. Themethod of claim 107, wherein the step of controlling is carried out withthe property corresponding to one from a group consisting of atax-exempt security and a portfolio of tax-exempt securities.
 126. Themethod of claim 108, wherein the step of controlling is carried out withthe property corresponding to one from a group consisting of atax-exempt security and a portfolio of tax-exempt securities.
 127. Themethod of claim 109, wherein the step of controlling is carried out withthe property corresponding to one from a group consisting of atax-exempt security and a portfolio of tax-exempt securities.
 128. Amethod for making financial analysis output having a system-determinedpurchase price for at least one component from property in consummatinga sale through a financial exchange, the financial analysis output beingmade by steps including: converting input data, representing at leastone component from property not including any securities, into inputdigital electrical signals representing the input data; providing adigital electrical computer system controlled by a processorelectrically connected to receive said input digital electrical signalsand electrically connected to an output means; controlling a digitalelectrical computer processor to manipulate electrical signals tocompute a system-determined purchase price for the at least onecomponent from property in consummating a sale and correspondingpurchase of the component; and generating the financial analysis outputat said output means.